A more recent version of these Post Decision Requirements notes – written by Cambridge And Oxilp And College Of Law students – is available here.
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POST-DECISION REQUIREMENTS Filing The CA 2006 requires the filing of one or more of a form, a shareholders' resolution and a related document, depending on the particular decision taken. Note that a company will file only what the law requires it to file. Resolutions Under ss 29 and 30 of the CA 2006, copies of all special resolutions, and equivalent written resolutions and decisions taken by unanimous consent, must be sent to the Registrar of Companies at Companies House. This must be done within 15 days of their being made (s 30(1)) otherwise an offence is committed by the company and every officer in default (s 30(2)). In addition, the CA 2006 may require copies of other resolutions to be sent to Companies House. For example, an ordinary resolution passed by the shareholders to give the directors authority to allot new shares (s 551(9) and an ordinary resolution passed by the shareholders to allow the company to send information by publication on a website (Sch 5, para 10). Usually, though, copies of ordinary resolutions are not sent to the Registrar. By s 355(1) of the CA 2006, a company must keep records of all resolutions passed otherwise than at a GM (eg, written resolutions) and any details provided by a sole member in accordance with s 357 of the Act. These records must be kept for a minimum of 10 years (s 355(2)) at the company's registered office or SAIL (s 358(1)), otherwise an offence is committed by every officer in default (s 355(3)). Forms Form AA01: a change of accounting reference date (s 392) Form AD01: a change of registered office (s 87) Form AD02: notification of SAIL within 14 days (see 8.11.4 below) (s 358) Form AP01: appointment of an individual director within 14 days of appointment (s 167) Form AP02: appointment of a corporate director within 14 days of appointment (s 167) Form AP03: appointment of an individual company secretary within 14 days of appointment (s 276) Form AP04: appointment of a corporate company secretary within 14 days of appointment (s 276) Form CH01: change of an individual director's details within 14 days of change (s 167) Form CH02: change of a corporate director's details within 14 days of change (s 167) Form CH03: change of an individual company secretary's details within 14 days of change (s 276) Form CH04: change of a corporate company secretary's details within 14 days of change (s 276) Form MG01: particulars of a mortgage or charge within 21 days of creation (s 860)
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