Summary 2020/21 - LPC Notes - Business Law & Practice - Company Decision Making Procedure (Distinction Grade)

Always Check the Special Articles Make a Diagram of the Facts (OrdRes = 50.1% or more, SpecRes = 75% or more) WR and GM are Mutually Exclusive
Decision Auth Decision Makers BM1 GM WR BM2 When Effective Admin

Change of s87(1) & Directors (BRes) See BM1 Procedure Effective when -BM Minutes (s248)
registered office MA3 filed at CoHo, but -BM Resolutions (MA15)
old address -Form AD01 (with fee)
remains valid for -Change advertising, website,
service for 14 letterheads; invoices, cheque
days (s87(2)) books, stationary.
Appointment of MA17 Directors (BRes) or See BM1 Procedure Effective when -BM Minutes (s248)
directors Shareholders the resolution is -BM Resolutions (MA15)
(OrdRes) passed for Non- -Form AP01 within 14 days
Exec Directors, (with fee)
Choose BRes, it’s and when the -Update register of directors
faster. contract is signed (s162)
for Exec Directors -Update register of directors’
residential addresses (s165)
Accepting the MA3 Directors (BRes) See BM1 Procedure Effective from -BM Minutes (s248)
resignation of old when the -BM Resolutions (MA15)
directors resolution is -Form TM01 (with fee)
passed -Update register of directors
(immediately) (s162)
-Update register of directors’
residential addresses (s165)
Granting of less s188(2) Directors (BRes) See BM1 Procedure Effective once -BM Minutes (s248)
than 2 years’ the authorised -BM Resolutions (MA15)
service contract signatories sign -Draft the service contracts
the service -Keep copies of service
contract contracts (or memoranda
concerning service contracts)
available for inspection until a
year after their expiry
Appointment of MA3 Directors (BRes) See BM1 Procedure Effective from -BM Minutes (s248)
new secretary when the -BM Resolutions (MA15)
resolution is -AP03 Form (with fee) within 14
passed days
(immediately) -Update register of Secretaries
(s275)
Accepting the MA3 Directors (BRes) See BM1 Procedure Effective from -BM Minutes (s248)
resignation of an when the -BM Resolutions (MA15)
old secretary resolution is -TM02 Form (with fee) within
passed 14 days
(immediately) -Update register of Secretaries
(s275)
Registering a new MA3 Directors (BRes) See BM1 Procedure Effective when -BM Minutes (s248)
member  Directors can refuse to the register of -BM Resolutions (MA15)
update the register of members is -Produce a Share Certificate
members (MA26) updated (s113) within 2 months of allotment
o Directors give their (s776)
decision within the -Update register of members
2month time-limit (s113)
imposed by s776 -Update the PSC Register by
o The refusal must be way of PSC01 (individuals),
made in good faith, PSC02 (relevant legal entities),
PSC04 (changing details of a

,Always Check the Special Articles Make a Diagram of the Facts (OrdRes = 50.1% or more, SpecRes = 75% or more) WR and GM are Mutually Exclusive
Decision Auth Decision Makers BM1 GM WR BM2 When Effective Admin

else it can be PSC) and PSC07 (removal of a
challenged (s125) PSC) within 14 days (with fee)
(s790M)
-Notify CoHo of all changes in
membership with Form AR01 in
their annual return.
-Destroy the old share
certificate (if transferring shares
from X to Y)
Changing s392 See BM1 Procedure Effective when -BM Minutes (s248)
Accounting notice given to -BM Resolutions (MA15)
Reference Date registrar (s392(1) -Form AA01 with fee (note:
cannot extend ARD more than
6months (s392(5) and can only
be changed once every 5 years
(s392(3)).
Entering into a MA3 See BM1 Procedure Effective once -BM Minutes (s248)
contract the authorised -BM Resolutions (MA15)
signatories sign -Enter into the contract
the contract (s43/MA3)
-May be more expedient in
future to delegate to a Director
the ability to enter into
contracts like this under MA5.
Entering into a MA3 Directors (BRes) See BM1 Procedure Effective once -BM Minutes (s248)
secured loan  s177 Director Interest the authorised -BM Resolutions (MA15)
agreement (with Declarations signatories sign -Enter into the contract
a Bank or o If a Director is asked to the agreement (s43/MA3)
unrelated third provide a personal -Either the Company, or a
party) guarantee, they may ‘person interested in the
not be able to charge’ should decide to
participate in the register it else it is ‘void against
quorum or vote. a liquidator’ (s859H)
-Statement of particulars of the
charge (MR01 with the negative
pledge in Box 7 ticked ‘Yes’) and
copy of the charge should be
filed at CoHo (s859D) within 21
days (can be extended by the
court). Failure to do so is a
criminal offence (s859Q) and
has consequences for the
charge holders
-Copy of the MR01 Form and
charging document should be
kept at the RO or SAIL (s859P)
-If security is over land = charge
should be registered at LR.

-The registrar will then assign
the charge a serial number and

, Always Check the Special Articles Make a Diagram of the Facts (OrdRes = 50.1% or more, SpecRes = 75% or more) WR and GM are Mutually Exclusive
Decision Auth Decision Makers BM1 GM WR BM2 When Effective Admin

return a certificate of
registration (s859I)
Paying an interim MA30(1) Directors (BRes) See BM1 Procedure Effective from -BM Minutes (s248)
dividend when the -BM Resolutions (MA15)
resolution is -Pay the dividend
passed
(immediately)
Changing name s77(1) Shareholders See BM1 Procedure See GM Procedure See WR Procedure See BM2 Procedure Effective from -BM Minutes (s248)
(SpecRes = s78 or  Director needn’t BM2 not necessary? the date the new -GM Minutes or Copies of WR
Name Checks: Articles = s79) consider their Directors Will often be held so Certificate of (s355) kept at RO or SAIL (s358)
-Name same as Duties when wearing the Chairman can Incorporation is -BM Resolutions (MA15)
another on CoHo their SH hat (1) Note the passage of issued (s81(1)) -Form NM01 (with fee) within
not allowed (Northwest Transport the resolution 15 days
(s66(1)) v BT) (2) Direct the -Letter to CoHo explaining
-Not offensive completion of any whether the change of name
(s53) administration was done by SpecRes or under
-Not suggest requirements () the Articles.
affiliation with -(if by SR) send copy of SR to
Govt, Public Auth CoHo within 15 days (ss29-30)
or Royalty (s54) -Change advertising, website,
-Cannot contain letterheads; invoices, cheque
‘sensitive’ words books, stationary.
(s55)
-Must end in
Limited/Ltd (s59)
-Do a Trademark
search
-Search Google
Amending or s21(1) Shareholders See BM1 Procedure See GM Procedure See WR Procedure See BM2 Procedure Effective on the -BM Minutes (s248)
Changing Articles (SpecRes)  Director needn’t BM2 not necessary? day the SpecRes -GM Minutes or Copies of WR
of Association consider their Directors Will often be held so is passed by the (s355) kept at RO or SAIL (s358)
Duties when wearing the Chairman can Shareholders, but -BM Resolutions (MA15)
their SH hat (1) Note the passage of there may be a -Form CC04 with fee (s31(2))
(Northwest Transport the resolution provision as to -A copy of amended articles to
v BT) (2) Direct the when it takes be sent to registrar within 15
completion of any effect. days (s26)
administration -Copy of any special resolution
requirements () sent to registrar within 15 days
(ss29-30)
Dismissing a s168(1) Shareholders See BM1 Procedure See GM Procedure Director cannot be dismissed See BM2 Procedure Effective from -BM Minutes (s248)
director (see (OrdRes)  GM to remove a director by way of WR (s288(2)) Not necessary, but will when the -GM Minutes (s355) kept at RO
‘Dismissing a cannot be called on short often be held so the resolution is or SAIL (s358)
Director notice. Chairman can passed -BM Resolutions (MA15)
(1) Note the passage of (immediately) -TM01 Form (with fee) within
GM Notice Procedure under s168: the resolution 14 days (s167(1)(a))
 Special Notice must be given (2) Direct the -Update register of directors
for this GM (s168(2)). This completion of any (s162)
Special Notice must: administration -Update register of directors’
o Be given 28 Clear Days requirements () residential addresses (s165)
before GM (s312(1))
Remaining directors should be
aware of potential claims