Summary LPC Exam Notes - Business Law & Practice (University of Law) - Company Decisions Table (with MA and CA 2006 references)

BLP
Company Decisions
Required Resolutions
If General Meeting or Written Resolution required for any Ordinary Resolution or Special Resolution, then there will ALSO be a Board Resolution too:
 s302: Board Resolution to call a GM by BR
 s291 Board Resolution to propose a written resolution

DECISION (for admin and further requirements: *’s see RESOLUTION(S) and authority - BR, OR and/or SR?
company decision making table, others see procedure plans)
Changing registered office address*  BR to change registered office: s87
Changing accounting period*  BR to change accounting period: s392
Appoint a company secretary*  BR to appoint company secretary: MA3
Remove a secretary*  BR to remove company secretary: MA3
Appoint a new director*  BR to appoint new director: MA17 OR
 OR to appoint new director: MA17
Approving a director’s service contract For two years or less*
 BR to approve, enter director’s service contract, and authorise directors to sign it: MA3
For more than two years
 BR to approve the draft service contract proposed: MA3
 OR to approve the service contract: s188(2)
 BR to enter the service contract and authorise directors to sign: MA3
Loan money to a director Exempt loans*
 BR to approve, enter loan agreement, and authorise directors to sign it: MA3
Non-exempt loans
 BR to approve the terms of the loan agreement proposed: MA3
 OR to approve the loan agreement to a director: s197(1)
 BR to enter the loan agreement with director and authorise directors to sign: MA3
Borrow/grant security  BR to approve, enter loan/security agreement, and authorise directors to sign it: MA3
Enter contract  BR to approve contract, enter it, and authorise directors to sign it: MA3
Share transfer  BR to approve registration: MA26
 BR to authorise execution and issue new share certificate: MA3
Paying a dividend  BR to recommend dividend and decide on maximum amount: MA30(2)
 OR to declare dividend: MA30(1)
Issuing new shares (allotment) Directors have authority s550
 BR to approve terms of allotment
 If applicable SR to dis-apply pre-emption rights: s569 (if n/a then all of these BRs
together, if not in this order)
 BR to allot the shares: MA3
 BR to register allotment in register of members within two months: MA3
 BR to execute share certificates within two months: MA3
Directors need authorisation from shareholders s551
 BR to approve terms of allotment: MA3
 OR to give authority to allot shares: s551
 If applicable SR to dis-apply pre-emption rights: s570
 If applicable SR to amend articles for preferential shares: s21
 BR to allot the shares: MA3
 BR to register allotment in register of members within two months: MA3
 BR to execute share certificates within two months: MA3
Changing company name*  SR to change co.mpany name: s77
Changing company articles*  SR to change company articles: s21
Remove a director*  OR to remove director: s168
If resign, no need for any
Enter into SPT  BR to approve the terms of the contract/terms of SPT: MA3
 OR to approve the SPT/transaction: s190
 BR to enter the SPT contact and authorise directors to sign: MA3
Ratifying breach of director’s duty*  OR to ratify director’s breach of duty: s239(2)
Buyback of shares out of distributable  BR to approve the draft terms of purchase (buyback contract): MA3
profits  OR to approve the buy-back contract: s694(2)
 BR to enter into the buyback contract: MA3
 BR to authorise any one director to execute the buyback of shares: MA3
Buyback out of capital  BR to approve the terms of statement of solvency and auditor’s report: MA3
 BR to approve the draft terms of purchase (buyback contract): MA3
 OR to approve the buy-back contract: s694(2)
 SR to approve using payment out of capital to buy shares: s716(1)
 BR to enter into the buyback contract: MA3
 BR to authorise any one director to execute the buyback of shares: MA3
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