BLP cheat sheet (procedure plans)
This is not including chapters – might come out for MCQ! And business accounts
PCR: FSMA (see SGS 19) and COI and client care letter (SGS1)
Add notes on which business medium (SGS 1)
Choice of company name advice (SGS 4)
I: Board Resolution 1
Calling the BR:
• Called by any director (MA 9(1))
• Giving reasonable notice (Browne v La Trinidad)
Requirements:
• Quorum: 2 (MA 11(2)) unless otherwise fixed
• Voting by majority (MA 7(1))
Agenda: Board resolutions
• To call GM (s302)
• To approve notice for calling the GM
o Notice period must be at least 14 clear days (s307(1) and s360(2))
o Notice must state time, date and place of meeting (s311(1)) and
o must state general nature of the business (s311(2))
o If SR, must specify that is to be passed by SR (s283(6)(a))
• Notice should be sent to
o Every member (s310(1)(a))
o Every director (s310(1)(b)) and
o Auditors (s502(2))
Note: if need matter to be dealt with quickly, consider:
[1] Written Resolution (check s288 – 297)
• Termination of Ds and auditors cannot be done by WR (s288(2))
Then Agenda: Board resolutions:
BR1: To propose written resolution (s288(3)(a))
BR2: Instruct company secretary that WR must be sent to every eligible member (s291(2))
BR3: To approve form of WR
• Special resolution is not SR unless was designated as such (s283(3)(a))
• Resolution must be accompanied by instructions to the shareholders as to how to vote
(s291(4)(a)) and
• Must identify the lapse date (s291(4)(b)) which
o Is the period specified in the AoA (s297(1)(a)) or within 28 days beginning with
circulation date (s297(1)(b))
o And agreement on WR is ineffective after this date (s297(2))
BM I is then adjourned
This is not including chapters – might come out for MCQ! And business accounts
PCR: FSMA (see SGS 19) and COI and client care letter (SGS1)
Add notes on which business medium (SGS 1)
Choice of company name advice (SGS 4)
I: Board Resolution 1
Calling the BR:
• Called by any director (MA 9(1))
• Giving reasonable notice (Browne v La Trinidad)
Requirements:
• Quorum: 2 (MA 11(2)) unless otherwise fixed
• Voting by majority (MA 7(1))
Agenda: Board resolutions
• To call GM (s302)
• To approve notice for calling the GM
o Notice period must be at least 14 clear days (s307(1) and s360(2))
o Notice must state time, date and place of meeting (s311(1)) and
o must state general nature of the business (s311(2))
o If SR, must specify that is to be passed by SR (s283(6)(a))
• Notice should be sent to
o Every member (s310(1)(a))
o Every director (s310(1)(b)) and
o Auditors (s502(2))
Note: if need matter to be dealt with quickly, consider:
[1] Written Resolution (check s288 – 297)
• Termination of Ds and auditors cannot be done by WR (s288(2))
Then Agenda: Board resolutions:
BR1: To propose written resolution (s288(3)(a))
BR2: Instruct company secretary that WR must be sent to every eligible member (s291(2))
BR3: To approve form of WR
• Special resolution is not SR unless was designated as such (s283(3)(a))
• Resolution must be accompanied by instructions to the shareholders as to how to vote
(s291(4)(a)) and
• Must identify the lapse date (s291(4)(b)) which
o Is the period specified in the AoA (s297(1)(a)) or within 28 days beginning with
circulation date (s297(1)(b))
o And agreement on WR is ineffective after this date (s297(2))
BM I is then adjourned
