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LPC Law Notes Business Law and Practice Notes

Company Procedure Notes

Updated Company Procedure Notes

Business Law and Practice Notes

Business Law and Practice

Approximately 649 pages

A collection of the best LPC BLP notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".

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The following is a more accessible plain text extract of the PDF sample above, taken from our Business Law and Practice Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:

TABLE OF CONTENTS
Resolution Type
Enter into routine contract 1 BR
Change registered address 2 BR
Change accounting reference date 3 BR
Change company name 4 SR
Change articles 7 SR
Appoint director 10 BR
Approve long-term service contract 11 OR
Approve loan to director 14 OR
Accept director’s resignation 17 BR
Remove director 18 OR
Enter into secured loan agreement 21 GM
Approve substantial property transaction 22 OR
Register share transfer 25 BR
Allot new shares (s550) 27 OR & SR
Allot new shares (s551) 31 OR & SR
Buyback of shares out of profits 35 OR
Buyback of shares out of capital 39 OR & SR
Reduce share capital 44 SR
Pay interim dividends 48 BR
Pay final dividends 49 OR
ENTER INTO ROUTINE CONTRACT
SUMMARY Directors can enter into most contracts under their general powers – MA 3, and will need to authorise someone to execute the contract on the company’s behalf.
BOARD MEETING

Notice

MA 9(1): Any director can call a board meetingby:

  1. giving reasonable notice– Re Homer

  2. to all directors –MA 9(3)

  3. in writing or otherwise –MA 9(3)

  4. with the date, time and place of the meetingand the means of communication –MA 9(2)

Declaration of interests

s177: Directors must declare any interests in proposed transactionsunless:

  1. the interest cannot reasonably be regarded as likely to give rise to a conflict of interest;

  2. the other directors are already aware of the nature and extent of the interest; or

  3. the interest concerns the director’s service contract – s177(6)

Quorum

  • MA 11(2): The minimum quorum is 2 directors.

  • MA 14(1): Directors who have declared an interest cannot voteand do not count towards the quorum. This restriction can be disapplied byOR– MA 14(3)(a).

Voting

  • MA 7(1): Each director has one vote and decisions are by simple majority.

  • MA 13(1): The Chairman has the deciding vote.

Resolutions

The board will resolve to:

  1. Approve and enter into the contract; and

  2. Authorise execution.
ADMIN

Keep records

  • MA 15, s248(2): minutes of board meetings for 10 years
CHANGE REGISTERED ADDRESS
SUMMARY Directors can change the registered address under their general powers – MA 3, by giving notice to the registrar– s87(1),usingAD01. The change takes effect on notice, but the old address remains valid for service for 14 days– s87(2).
BOARD MEETING

Notice

MA 9(1): Any director can call a board meetingby:

  1. giving reasonable notice– Re Homer

  2. to all directors –MA 9(3)

  3. in writing or otherwise –MA 9(3)

  4. with the date, time and place of the meetingand the means of communication –MA 9(2)

Declaration of interests

s177: Directors must declare any interests in proposed transactionsunless:

  1. the interest cannot reasonably be regarded as likely to give rise to a conflict of interest;

  2. the other directors are already aware of the nature and extent of the interest; or

  3. the interest concerns the director’s service contract – s177(6)

Quorum

  • MA 11(2): The minimum quorum is 2 directors.

  • MA 14(1): Directors who have declared an interest cannot voteand do not count towards the quorum. This restriction can be disapplied byOR– MA 14(3)(a).

Voting

  • MA 7(1): Each director has one vote and decisions are by simple majority.

  • MA 13(1): The Chairman has the deciding vote.

Resolutions

The board will resolve to:

  1. Change the registered address.
ADMIN

File with Companies House

  • s87(1): AD01 Change of registered office

Keep records

  • MA 15, s248(2): minutes of board meetings for 10 years
CHANGE ACCOUNTING REFERENCE DATE
SUMMARY Directors can change the accounting reference date under their general powers – MA 3, by giving notice to the registrar– s392(1),usingAA01.
BOARD MEETING

Notice

MA 9(1): Any director can call a board meetingby:

  1. giving reasonable notice– Re Homer

  2. to all directors –MA 9(3)

  3. in writing or otherwise –MA 9(3)

  4. with the date, time and place of the meetingand the means of communication –MA 9(2)

Declaration of interests

s177: Directors must declare any interests in proposed transactionsunless:

  1. the interest cannot reasonably be regarded as likely to give rise to a conflict of interest;

  2. the other directors are already aware of the nature and extent of the interest; or

  3. the interest concerns the director’s service contract – s177(6)

Quorum

  • MA 11(2): The minimum quorum is 2 directors.

  • MA 14(1): Directors who have declared an interest cannot voteand do not count towards the quorum. This restriction can be disapplied byOR– MA 14(3)(a).

Voting

  • MA 7(1): Each director has one vote and decisions are by simple majority.

  • MA 13(1): The Chairman has the deciding vote.

Resolutions

The board will resolve to:

  1. Change the accounting reference date.
ADMIN

File with Companies House

  • s392(1): AA01 Change of accounting reference date

Keep records

  • MA 15, s248(2): minutes of board meetings for 10 years
CHANGE COMPANY NAME
SUMMARY A company may change its name bySR– s77. It must give notice to the registrar –s78(1)usingNM01and submit a copy of theSR –ss29-30. The change of name is not effective until the registrar issues a new certificate of incorporation –s81. Either a general meeting or written resolution will be needed.
BOARD MEETING

Notice

MA 9(1): Any director can call a board meetingby:

  1. giving reasonable notice– Re Homer

  2. to all directors –MA 9(3)

  3. in writing or otherwise –MA 9(3)

  4. with the date, time and place of the meetingand the means of communication –MA 9(2)

Declaration of interests

s177: Directors must declare any interests in proposed transactionsunless:

  1. the interest cannot reasonably be regarded as likely to give rise to a conflict of interest;

  2. the other directors are already aware of the nature and extent of the interest; or

  3. the interest concerns the director’s service contract – s177(6)

Quorum

  • MA 11(2): The minimum quorum is 2 directors.

  • MA 14(1): Directors who have declared an interest...

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