TEMPLATE
Company Law Plan
1. Board meeting of […….].Name of two companies/directorsentering contract
Length of notice required: If it’s not specified – ‘reasonable period of time’.
Present: Directors or their substitute (first company)
Quorum: Unless modified, the default rule is 2 - Model Articles 11(2)
Chair: Higher Power/Authority
2. Business of the Meeting.
Describe the transactions to be dealt with. If more than one, number them.
State the necessary transactions.
3. Declarations of interest (nature and extent) by each Director under s177
Companies Act 2006.
Declare the nature and extent of any personal interest to be declared by any of the
directors. Name the relevant director.
Must declare interest – directly or indirectly interested in a proposed transaction or
arrangement with the company (S.177(1)) – must declare nature and extend of the
interest (S.177)(1)) – be made at meeting of directors or notice to directors by writing
(S.184) or general notice (S.185) >(S.177)(2)(a)(b).
Not declare interest – not give rise to conflict of interest (S.177)(6)(a) | directors are
aware of it (S.177)(6)(b) | service contract has been/will be considered by meeting of
directors or committee of directors appointed for same purpose (S.177(6)(c)> To be
on safe side, might as well declare interest.
4. Consideration of the business.
Briefly consider the merits of the transactions.
Consider any relevant directors’ duties under Companies Act 2006 and in particular
the duties under s172 and 174 Companies Act 2006.
S.172 – Duty to promote the success of the company
How will the following conduct impact (positive) the business –
- More income – expand and re-invest, Better services, Motivated members
S.174 – Duty to exercise reasonable care, skill and diligence
Note whether any transaction needs the consent or approval of the shareholders
either under the Articles or under specific sections of the Companies Act 2006.
© Leeds Beckett University 1
2022/23
Company Law Plan
1. Board meeting of […….].Name of two companies/directorsentering contract
Length of notice required: If it’s not specified – ‘reasonable period of time’.
Present: Directors or their substitute (first company)
Quorum: Unless modified, the default rule is 2 - Model Articles 11(2)
Chair: Higher Power/Authority
2. Business of the Meeting.
Describe the transactions to be dealt with. If more than one, number them.
State the necessary transactions.
3. Declarations of interest (nature and extent) by each Director under s177
Companies Act 2006.
Declare the nature and extent of any personal interest to be declared by any of the
directors. Name the relevant director.
Must declare interest – directly or indirectly interested in a proposed transaction or
arrangement with the company (S.177(1)) – must declare nature and extend of the
interest (S.177)(1)) – be made at meeting of directors or notice to directors by writing
(S.184) or general notice (S.185) >(S.177)(2)(a)(b).
Not declare interest – not give rise to conflict of interest (S.177)(6)(a) | directors are
aware of it (S.177)(6)(b) | service contract has been/will be considered by meeting of
directors or committee of directors appointed for same purpose (S.177(6)(c)> To be
on safe side, might as well declare interest.
4. Consideration of the business.
Briefly consider the merits of the transactions.
Consider any relevant directors’ duties under Companies Act 2006 and in particular
the duties under s172 and 174 Companies Act 2006.
S.172 – Duty to promote the success of the company
How will the following conduct impact (positive) the business –
- More income – expand and re-invest, Better services, Motivated members
S.174 – Duty to exercise reasonable care, skill and diligence
Note whether any transaction needs the consent or approval of the shareholders
either under the Articles or under specific sections of the Companies Act 2006.
© Leeds Beckett University 1
2022/23
