BUSINESS LAW AND PRACTICE REVISION
GUIDE
, ZONE 1: SETTING UP AND FINANCING A COMPANY
# BM1 Statute/law
1 Who calls – any director MA 9(1)
2 Notice – reasonable notice according to what is usual for the company Browne v La
Trinidad
3 Quorum – state who is present (can vote) & in attendance – then conclude is quorum is met
• at least 2 directors
• if company has 1 director, quorum = 1 MA 11(2)
MA 7(2)
4 Agenda – propose board resolutions
5 Call GM s.302
Approve form of GM notice including:
• time, date and location of meeting s.311(1)(a) & (b)
• precise wording of SR s.283(6)(a)
• statement that a member may appoint a proxy s.325(1)
• note – good practice to set out precise wording of OR
6 Direct secretary to give GM notice
In accordance with s.308 to:
- shareholders s.310(1)(a)
- directors s.310(1)(b)
- company auditors s.502(2)
7 Voting
• majority/unanimous decision MA 7(1) & 8
• if deadlock, chairman MA 13
8 Adjourn/close BM – adjourn if BM reopening in <24hr
# GM
1 Open GM
2 Notice – generally 14 clear (s.360(1)) days → does NOT include day on which notice is given & s.307(1) &
GM day 360(1)
May call on short notice if:
1. majority in no. of eligible voters consent s.307(5)(a)
2. together hold at least 90% of company voting rights & (b)
State who needs consent and if likely to be met
3 Quorum
• if 1SH co. = 1, but otherwise 2 s.318(1) & (2)
• see copy of BM of X authorizing Y to act as corporate rep s.323
4 Agenda – propose any OR/SRs
5 Voting – state who will be in favour and likely outcome
• SR = not less than 75% s.283(1)
• Simple majority = over 50% s.282
• Vote = show of hands unless poll demanded MA 42/MA 44(2)
6 Close GM (never adjourn)
# BM2
1 Reconvene/open BM
2 Agenda – report on any resolutions passed and propose BRs
If director is concerned with actual/proposed transaction → not counted in quorum for voting BM2 MA 14(1)
3 Close BM
# PMM
1 File at Companies House
2 Draw up board meeting minutes – keep for at least 10 years s.248(1)/MA 15
Minutes of GMs 355(1)(b)
, CONVERTING A SHELF COMPANY – AMENDMENTS TO GENERAL
STRUCTURE
# BM1 Agenda Statute/law
4 Appointment of directors MA 17(1)(b)
5 Resignation of directors and company sec with immediate effect MA 18(f)
6 Appointment of company sec Art. 3 MA
7 Appointment of chairman Art. 12(1) MA
8 Receive and approve transfer of subscriber shares to new company s.771
MA 26
9 Instruct company sec to enter new SH in register of members immediately s.112(2),
113(3)
10 Add statement in reg of members that company has only 1 member – if need s.123(2)
11 Update PSC register s.790M
12 Issue new share certificates to Y & cancel old ones s.776
13 Approve consent to short notice if required s.307(4-6)
# GM Agenda
3 Change name s.77
4 Amend AoA – e.g. remove a MA s.21
# BM2 Agenda: BR to
3 Report on passage of SR
4 Change of reg office s.87(1)
5 Change co. accounting ref name s.392(1)
6 Appoint X as auditor s.485(2)
7 Authorise any director to execute loan agreement on behalf of company
# PMM
1 Direct company sec to:
• Draw BM and GM minutes s.248(1)/355(1)
• Amend registration of directors s.162(2)
• Amend registration of secretary s.275(2)
• Cancel old share certificates and issue new ones s.776(1)
2A If short notice not used, 3 further filings
• NM01 + copy of SR – name change and fee s.30(1)
• AA01 – change of company accounting reference date
• AD01 – change of company’s registered office address
2B If short notice used, 8 filings:
• AP01 – appointment of directors s.167(1)
• AP03 – appointment of secretary s.267(1)
• AA01 – ARD
• AD01 – address s.87(1)
• NM01 + copy of SR – name change and fee (15d)
• TM01 – resignation of directors s.78/30
• TM02 – resignation of company secretary
• Copy of amended articles – 15d
s.26(1)
3 When CH returns certificate of name change, change stationery and signs outside registered s.82 CA
office
GUIDE
, ZONE 1: SETTING UP AND FINANCING A COMPANY
# BM1 Statute/law
1 Who calls – any director MA 9(1)
2 Notice – reasonable notice according to what is usual for the company Browne v La
Trinidad
3 Quorum – state who is present (can vote) & in attendance – then conclude is quorum is met
• at least 2 directors
• if company has 1 director, quorum = 1 MA 11(2)
MA 7(2)
4 Agenda – propose board resolutions
5 Call GM s.302
Approve form of GM notice including:
• time, date and location of meeting s.311(1)(a) & (b)
• precise wording of SR s.283(6)(a)
• statement that a member may appoint a proxy s.325(1)
• note – good practice to set out precise wording of OR
6 Direct secretary to give GM notice
In accordance with s.308 to:
- shareholders s.310(1)(a)
- directors s.310(1)(b)
- company auditors s.502(2)
7 Voting
• majority/unanimous decision MA 7(1) & 8
• if deadlock, chairman MA 13
8 Adjourn/close BM – adjourn if BM reopening in <24hr
# GM
1 Open GM
2 Notice – generally 14 clear (s.360(1)) days → does NOT include day on which notice is given & s.307(1) &
GM day 360(1)
May call on short notice if:
1. majority in no. of eligible voters consent s.307(5)(a)
2. together hold at least 90% of company voting rights & (b)
State who needs consent and if likely to be met
3 Quorum
• if 1SH co. = 1, but otherwise 2 s.318(1) & (2)
• see copy of BM of X authorizing Y to act as corporate rep s.323
4 Agenda – propose any OR/SRs
5 Voting – state who will be in favour and likely outcome
• SR = not less than 75% s.283(1)
• Simple majority = over 50% s.282
• Vote = show of hands unless poll demanded MA 42/MA 44(2)
6 Close GM (never adjourn)
# BM2
1 Reconvene/open BM
2 Agenda – report on any resolutions passed and propose BRs
If director is concerned with actual/proposed transaction → not counted in quorum for voting BM2 MA 14(1)
3 Close BM
# PMM
1 File at Companies House
2 Draw up board meeting minutes – keep for at least 10 years s.248(1)/MA 15
Minutes of GMs 355(1)(b)
, CONVERTING A SHELF COMPANY – AMENDMENTS TO GENERAL
STRUCTURE
# BM1 Agenda Statute/law
4 Appointment of directors MA 17(1)(b)
5 Resignation of directors and company sec with immediate effect MA 18(f)
6 Appointment of company sec Art. 3 MA
7 Appointment of chairman Art. 12(1) MA
8 Receive and approve transfer of subscriber shares to new company s.771
MA 26
9 Instruct company sec to enter new SH in register of members immediately s.112(2),
113(3)
10 Add statement in reg of members that company has only 1 member – if need s.123(2)
11 Update PSC register s.790M
12 Issue new share certificates to Y & cancel old ones s.776
13 Approve consent to short notice if required s.307(4-6)
# GM Agenda
3 Change name s.77
4 Amend AoA – e.g. remove a MA s.21
# BM2 Agenda: BR to
3 Report on passage of SR
4 Change of reg office s.87(1)
5 Change co. accounting ref name s.392(1)
6 Appoint X as auditor s.485(2)
7 Authorise any director to execute loan agreement on behalf of company
# PMM
1 Direct company sec to:
• Draw BM and GM minutes s.248(1)/355(1)
• Amend registration of directors s.162(2)
• Amend registration of secretary s.275(2)
• Cancel old share certificates and issue new ones s.776(1)
2A If short notice not used, 3 further filings
• NM01 + copy of SR – name change and fee s.30(1)
• AA01 – change of company accounting reference date
• AD01 – change of company’s registered office address
2B If short notice used, 8 filings:
• AP01 – appointment of directors s.167(1)
• AP03 – appointment of secretary s.267(1)
• AA01 – ARD
• AD01 – address s.87(1)
• NM01 + copy of SR – name change and fee (15d)
• TM01 – resignation of directors s.78/30
• TM02 – resignation of company secretary
• Copy of amended articles – 15d
s.26(1)
3 When CH returns certificate of name change, change stationery and signs outside registered s.82 CA
office
