LPC Notes - Business Law and Practice

Business Company Procedure: Model Articles/Table A

Board Meeting- APPLIES TO ALL

- Always check the company’s articles to see if any provisions of the Model Articles/Table
A have been changed.

THIS APPLIES TO ALL

Notice

Any director can call a board meeting MA 9(1) / TA 88 by

1. giving reasonable notice Re Homer

2. to all directors MA 9(3) (Table A: in the UK TA 88)

3. in writing or otherwise MA 9(3)

4. with the date, time and place of the meeting and the means of communication MA 9(2)

Declaration of interests

Directors must declare any interests in proposed transactions s177 unless

1. the interest cannot reasonably be regarded as likely to give rise to a conflict of interest;

2. the other directors are already aware of the nature and extent of the interest; or

3. the interest concerns the director’s service contract s177(6)

Quorum

- The minimum quorum is 2 directors MA 11(2) / TA 89.
- Directors who have declared an interest cannot vote MA 14(1) / TA 94 and do not count
towards the quorum MA 14(1) / TA 95. This restriction can be disapplied by OR MA 14(3)
(a) / TA 96.

Voting

Each director has one vote and decisions are by simple majority MA 7(1) / TA 88. The Chairman has
the deciding vote MA 13(1) / TA 88.

, 1) Enter into routine contract

- Directors can enter into most contracts under their general powers MA 3 / TA 70 and will
need to authorise someone to execute the contract on the company’s behalf.

Resolutions

The board will resolve to

1. Approve contract and authorise execution

Administration- Keep records

 Minutes of board meetings for 10 years s248(2), MA 15 / TA 100

Other actions

 Enter into the contract

2) Change registered address
Directors can change the registered address under their general powers MA 3 / TA 70 by giving
notice to the registrar s87(1) using AD01. The change takes effect on notice, but the old address
remains valid for service for 14 days s87(2).

Resolutions

The board will resolve to

1. Change registered address

Administration

File with Companies House

 AD01 Change of registered office s87(1)

Keep records

 Minutes of board meetings for 10 years s248(2), MA 15 / TA 100

3) Change accounting reference date
Directors can change the accounting reference date under their general powers MA 3 / TA 70 by
giving notice to the registrar s392(1) using AA01.

Resolutions

The board will resolve to

1. Change accounting reference date

Administration- File with Companies House

 AA01 Change of accounting reference date s392(1)

Keep records

 Minutes of board meetings for 10 years s248(2), MA 15 / TA 100

, 4) Change articles
A company may amend its articles by SR s21. These must be filed with the registrar s26 along with a
copy of the SR ss29-30.

Resolutions

The board will resolve to

1. Approve draft of new articles

2. Approve form of notice for GM (see below)

3. Call GM (directors have authority under s302)

General Meeting

A GM may be called by the directors s302, members ss303-5, or by the court s306.

Any director subject to a removal resolution under s168 is entitled to be heard at the GM and may
make representations which are to be distributed to members in advance (if received in sufficient
time) or read out at the meeting s169

Notice

Notice must be given to the company’s

1. Members and directors s310(1), TA 38

2. Auditors s502(2), TA 38

and must

1. Specify the time, date, place and general nature of the business s311, TA 38

2. Include a statement of the right to appoint a proxy s325(1)

3. Include the full text of any SR s283(6)(a)

Notice must be given at least 14 clear* days before the GM s307(1) (Table A: or 21 clear days where
there is a SR TA 38). If notice is served by post or electronically, the notice period must include an
additional 48 hours for deemed service s1147. *By s360

Short notice

The meeting may be held on short notice s307(4-6) if

1. A majority of members agree

2. Those agreeing own at least (Table A: 95%) 90% of the nominal value of shares s307(6)
(a) / TA 38(default under s307(6)(a) is 90%)

3. There are no specific notice period requirements that would preclude short notice

Quorum

The quorum is 2 s318(2), TA 40, unless there is only 1 member s318(1).

Voting

, The default method of voting is by a show of hands MA 42 / TA 46.

A poll vote can be demanded by

 The Chairman MA 44(2)(a) / TA 46(a)

 The directors MA 44(2)(b)

 2 or more voting members MA 44(2)(c) / TA 46(b) (default in s321(2)(a) is 5 or more
members)

 Members representing at least 10% of voting rights s321(2)(b)

 Members representing at least 10% of paid up share capital s321(2)(c)

An OR is passed by a simple majority s282. A SR is passed by at least 75% of the vote s283.

Resolutions

The members will need to pass the following resolution(s):

1. SR to adopt new/amended articles s21

Although a second board meeting is not required to complete a change of articles, change of
company name, removal of a director and/or payment of final dividend, one will usually be held so
that the Chairman can note the passage of the resolution(s) and direct the completion of any
administration.



Administration

File with Companies House

 A copy of the amended articles within 15 days s26

 A copy of any SR within 15 days ss29-30

Keep records

 Minutes of board meetings for 10 years s248(2), MA 15 / TA 100

 Minutes of GMs for 10 years s355(1)(b)

5) Change company name
A company may change its name by SR s77. It must give notice to the
registrar s78(1) using NM01 and submit a copy of the SR ss29-30. The change of name is not
effective until the registrar issues a new certificate of incorporation s81.

Resolutions

The board will resolve to

1. Approve proposed name

2. Approve form of notice for GM (see below)

3. Call GM (directors have authority under s302)