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

BLP
Company Decision-Making Table
Decisions by DIRECTORS ALONE

General administration for any board meeting
 If directors at BR:
 Keep a written record of every director’s decision (MA 15).
 Keep minutes of every BM for 10 years at company’s reg office or SAIL (s248).

Who makes it and
Decision What is it? Admin requirements
how?

CHANGING  Directors may amend  Directors by board  File Form AD01: Change in office
THE (s87 CA 2006). Resolution s87. takes effect when the name is
changed on the register at
REGISTERED Companies House. (s87 CA 2006).
OFFICE o NB: Previous address
ADDRESS remains valid for service
for 14 days after notice is
filed.
 Change stationery (Company
Registers may need changing),
website.

CHANGING Unless altered, a company’s  Directors by board  File Form AA01 (s392).
accounting referencing period Resolution s392
THE will end a year from the end of
ACCOUNTING the month in which the
PERIOD company is formed (s391(4)).

 Directors may amend
this (s392).
Requirements

 An accounting reference
period may not be
extended so as to exceed
18 months s392(5))
 An accounting
referencing period
cannot be altered twice
in a five year period
(s392(3)).

 Directors may appoint  Directors by File with Companies House:
APPOINT A
 General power to board resolution  Form AP03 (Individual) (s167) or
NEW  Form AP04 (Corporate) (s167)
“exercise all the powers MA3
COMPANY Within 14 days of
of the company” under
SECRETARY MA 3.
appointment.
 s 270 – don’t have to
 Update register of Company
but can choose Secretaries (CA 2006 s275)




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, BLP

REMOVE A  May be removed by  Directors by board File with Companies House:
the Directors (MA 3). resolution.  Form TM02 within 14 days of
SECRETARY
removal of the secretary (s276).
 Update Register of Company
Secretaries (CA 2006 s275).

APPROVING  Directors have  Directors by board If the transfer is approved:
discretion as to resolution – to  Issue share certificates to new
A SHARE
whether to refuse a authorise a transfer shareholder within 2 months
TRANSFER (s769).
transfer of company
 Update the register of members
e.g. register shares (MA 26(5)).
(s771) – do not become fully paid
company as up shareholders until entered here
member of Check articles to see  Update the PSC Register if
group whether MA26 is amended applicable – if any shareholders
for certain people (e.g. have each over 25%
usually shelf existing shareholders or  Stock transfer forms
company  Form PSC02: Give notice of relevant
family members).
legal entity with significant control
 Form PSC07: Give notice of ceasing
to be a person with significant
control
 Notify the Registrar of Companies
on annual return AR01 of a change
in composition of the membership.




Decisions by that can be EITHER

General administration for any board meeting/general meeting/written resolution
 If directors at BR:
 Keep a written record of every directors decision (MA 15).
 Keep minutes of every BM for 10 years at company’s reg office or SAIL (s248).
 Or, if the shareholders – GM or WR?
 Minutes of the GM for 10 years at reg office or SAIL (s355(2))
 Copies of written resolutions must be sent to Companies House within 15 days of them being
passed (s29 & s30).
 A record of the written resolution must be kept at the company’s registered office or SAIL for 10
years (s355(1)(a)).

Who Makes it and
Decision What is it? Admin Requirements
How?

APPOINT A Model Article 17 - A new  Directors by board File with Companies House:
NEW director may be appointed resolution (MA17)  Form AP01 (If Director is an
by EITHER directors or Individual) within 14 days of the
DIRECTOR change (s167) or
shareholders o OR
 Form AP02 (If Director is a Company)
within 14 days of the change (s167)
 Shareholders by
ordinary resolution  Update the Register of Directors
(MA17). (s162 CA 2006).
 Update the Register of Directors’
Residential Addresses (CA 2006
s165(1)).
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