PROCEDURE PLAN – INCLUDING LOAN
With reference to the subscription of shares and disapplying pre-emptions rights
BM 1- The board will resolve to:
Approve the draft terms of the loan (board resolution MA3, directors can pass resolutions of
regarding the loan as this would be classified as day to day management of the company)
Circulates a written resolution or call a GM – resolutions will be regarding;
- Authority to allot preference or ordinary shares (ordinary resolution)
- Disapplication of PER (special resolution) or;
- Amendments of articles to create preference share rights (special resolution)
GM
- The shareholders will authorise the directors to allot shares, dis-apply PER and
authorise the amendment to the AoA.
BM 2 – The board resolves to:
- Allot the preference/ordinary shares to the persons who have made a written
application.
- Resolve to enter into the loan agreement and authorise two Ds to sign the
agreement.
Administration
Resolutions to be sent to companies house within 15 days;
- All SR (e.g. removal of PER and change in articles)
- OR giving authority to Ds to allot shares under s550.
Company forms to be sent to companies house
- Form SH01 within one month of allotment
- New articles – CC04 – within 15 days
- Charge must be registered at CH within 21 days beginning the day after the day on
which the charge was created with (1) a statement of particulars to CH s859D filed in
MR01 form; and a certified copy of the instrument creating the charge.
Entries into the registers
- Entry of new member in register of members within two months –s554 (1)) and PSC
register if applicable.
Preparation and allocation of share certificates
- Get money from SH and prepare share certificates within 2 months of allotment.
Preserving documents
- Keep minutes of BM for 10 years and keep minutes for GM/WR for 10 years.
With reference to the subscription of shares and disapplying pre-emptions rights
BM 1- The board will resolve to:
Approve the draft terms of the loan (board resolution MA3, directors can pass resolutions of
regarding the loan as this would be classified as day to day management of the company)
Circulates a written resolution or call a GM – resolutions will be regarding;
- Authority to allot preference or ordinary shares (ordinary resolution)
- Disapplication of PER (special resolution) or;
- Amendments of articles to create preference share rights (special resolution)
GM
- The shareholders will authorise the directors to allot shares, dis-apply PER and
authorise the amendment to the AoA.
BM 2 – The board resolves to:
- Allot the preference/ordinary shares to the persons who have made a written
application.
- Resolve to enter into the loan agreement and authorise two Ds to sign the
agreement.
Administration
Resolutions to be sent to companies house within 15 days;
- All SR (e.g. removal of PER and change in articles)
- OR giving authority to Ds to allot shares under s550.
Company forms to be sent to companies house
- Form SH01 within one month of allotment
- New articles – CC04 – within 15 days
- Charge must be registered at CH within 21 days beginning the day after the day on
which the charge was created with (1) a statement of particulars to CH s859D filed in
MR01 form; and a certified copy of the instrument creating the charge.
Entries into the registers
- Entry of new member in register of members within two months –s554 (1)) and PSC
register if applicable.
Preparation and allocation of share certificates
- Get money from SH and prepare share certificates within 2 months of allotment.
Preserving documents
- Keep minutes of BM for 10 years and keep minutes for GM/WR for 10 years.
