Company Procedure Planning
Things to note:
Make sure to take account of the company’s own articles and adjust advise accordingly
See notes for more detail on each aspect
Frequently, there will be a series of meetings:
o Board Meeting 1
o General Meeting or Written Resolution
o Board Meeting 2 (or reconvened BM1)
Companies will take multiple decisions (if needed) at the same meetings
Board Meeting (BM1):
Notice (Art. 9 MAs)
Any director may give notice (company secretary must be authorised by directors) to
each director (unless individual has waived this right)
Notice must be reasonable (Re Homer) - depends on circumstances and company
[apply this to the facts – e.g. in a small company, this could amount to a few
hours]
Notice need not be in writing
Must specify proposed date, time and place of meeting (and means of communication if
not all directors will be in the same place)
Quorum (Art. 11 MAs)
A valid board meeting requires a quorum of two directors
o Directors who have a personal interest in a matter proposed at the meeting don’t
count towards the quorum [apply this to the facts - I.e. if there are interested
directors, who must be present for a quorum to be present at all times?]
Directors’ interests (Art. 14 MAs)
Directors must declare an interest in a proposed transaction or arrangement with the
company (s.177), unless:
o Director isn’t aware of the interest
o Interest cannot reasonably be regarded as likely to give rise to conflict of interest
o Other directors are already aware of it
o Interest concerns service contract that is to be considered at the board meeting
N.B. even if one of the exceptions applies, it’s best practice to still declare the
interest
Directors interested in a resolution cannot vote (unless permitted by articles) on that
particular resolution
Board resolutions and voting (Art. 7 MAs)
, Each director has one vote, and a majority is required in order to pass a board
resolution, voting is done by a show of hands or by oral assent/dissent
A chairperson has a casting vote (can break a deadlock)
[list out all of the board resolutions required – e.g. resolve to approve draft
loan/purchase agreement]
o N.B. where a particular decision requires shareholder approval, the board
must also resolve to call a GM, or to circulate a written resolution
For purposes of this resolution, the rules about quorum and interested
directors don’t apply
N.B. sometimes, a memorandum must also be drawn and kept at the
company’s registered office for 15 days before a GM – this must be
decided upon at the BM and will impact whether or not short notice is
possible
[explain whether the resolutions are likely to pass, and the various possibilities in
the way the directors may vote, and the best option for the client – e.g. if director A
votes against, then...]
General Meeting (GM):
GM usually called by directors (s.302)
Notice
HOW (s.308): hard-copy, electronically, via website, or combination of those
TO WHOM: all shareholders of the company, every director, personal
representative of a deceased member, trustee in bankruptcy (s.310) and auditors
(s.502(2)(a))
CONTENT:
o Name of company
o Time, date and place of meeting (s.311(1))
o General nature of the business to be dealt with (s.311(2))
o With reasonable prominence, a statement of rights to appoint a proxy
(s.325(1))
o Full text of any special (and usually ordinary) resolution proposed at
meeting (s.283(6)(a))
o Any other relevant info
NOTICE PERIOD: at least 14 ‘clear’ days’ notice of a GM (ss.307(A1) and (1)
and 360) + 48 hours (business days) for notice to be deemed served (s.1147)
o ‘clear’ days = day on which notice is given/served and day on which GM is
held don’t count
o N.B. articles can require longer notice period
SHORT NOTICE (s.307(4))
o Cannot be used for resolutions seeking to remove director under s.168
o Test (s.307, CA 2006):
Majority in number of the shareholders must agree to holding the
meeting on short notice (s.307(5)) AND those shareholders must
Things to note:
Make sure to take account of the company’s own articles and adjust advise accordingly
See notes for more detail on each aspect
Frequently, there will be a series of meetings:
o Board Meeting 1
o General Meeting or Written Resolution
o Board Meeting 2 (or reconvened BM1)
Companies will take multiple decisions (if needed) at the same meetings
Board Meeting (BM1):
Notice (Art. 9 MAs)
Any director may give notice (company secretary must be authorised by directors) to
each director (unless individual has waived this right)
Notice must be reasonable (Re Homer) - depends on circumstances and company
[apply this to the facts – e.g. in a small company, this could amount to a few
hours]
Notice need not be in writing
Must specify proposed date, time and place of meeting (and means of communication if
not all directors will be in the same place)
Quorum (Art. 11 MAs)
A valid board meeting requires a quorum of two directors
o Directors who have a personal interest in a matter proposed at the meeting don’t
count towards the quorum [apply this to the facts - I.e. if there are interested
directors, who must be present for a quorum to be present at all times?]
Directors’ interests (Art. 14 MAs)
Directors must declare an interest in a proposed transaction or arrangement with the
company (s.177), unless:
o Director isn’t aware of the interest
o Interest cannot reasonably be regarded as likely to give rise to conflict of interest
o Other directors are already aware of it
o Interest concerns service contract that is to be considered at the board meeting
N.B. even if one of the exceptions applies, it’s best practice to still declare the
interest
Directors interested in a resolution cannot vote (unless permitted by articles) on that
particular resolution
Board resolutions and voting (Art. 7 MAs)
, Each director has one vote, and a majority is required in order to pass a board
resolution, voting is done by a show of hands or by oral assent/dissent
A chairperson has a casting vote (can break a deadlock)
[list out all of the board resolutions required – e.g. resolve to approve draft
loan/purchase agreement]
o N.B. where a particular decision requires shareholder approval, the board
must also resolve to call a GM, or to circulate a written resolution
For purposes of this resolution, the rules about quorum and interested
directors don’t apply
N.B. sometimes, a memorandum must also be drawn and kept at the
company’s registered office for 15 days before a GM – this must be
decided upon at the BM and will impact whether or not short notice is
possible
[explain whether the resolutions are likely to pass, and the various possibilities in
the way the directors may vote, and the best option for the client – e.g. if director A
votes against, then...]
General Meeting (GM):
GM usually called by directors (s.302)
Notice
HOW (s.308): hard-copy, electronically, via website, or combination of those
TO WHOM: all shareholders of the company, every director, personal
representative of a deceased member, trustee in bankruptcy (s.310) and auditors
(s.502(2)(a))
CONTENT:
o Name of company
o Time, date and place of meeting (s.311(1))
o General nature of the business to be dealt with (s.311(2))
o With reasonable prominence, a statement of rights to appoint a proxy
(s.325(1))
o Full text of any special (and usually ordinary) resolution proposed at
meeting (s.283(6)(a))
o Any other relevant info
NOTICE PERIOD: at least 14 ‘clear’ days’ notice of a GM (ss.307(A1) and (1)
and 360) + 48 hours (business days) for notice to be deemed served (s.1147)
o ‘clear’ days = day on which notice is given/served and day on which GM is
held don’t count
o N.B. articles can require longer notice period
SHORT NOTICE (s.307(4))
o Cannot be used for resolutions seeking to remove director under s.168
o Test (s.307, CA 2006):
Majority in number of the shareholders must agree to holding the
meeting on short notice (s.307(5)) AND those shareholders must
