A chart containing all directors resolutions - who makes them, types of resolutions, the authority and the type of resolution they are (special/oridinary)

Shareholders and Directors decisions




THE DECISION NEEDING TO BY WHO AUTHORITY TYPE OF RESOLUTION
BE TAKEN


Changing the company name Shareholder s77(1) CA By special resolution (or by the
company’s articles)



Shareholders OR Shareholder – ordinary resolution.
Appointing a new director Directors MA 17
Director – by decision of the
directors (majority…MA 7)



Amending the company’s articles Shareholder s21(1) Special resolution
+ Takes effect immediately



Temporarily suspending a Shareholder MA 14 Ordinary resolution
provision in the articles



S87 – ‘a company may In a BM by resolution, by majority…
Change of registered address Director change the address’ MA 7
 MA 3: Defaults to
directors



S188(2) CA (but depends)
Director’s service contracts Shareholders OR If 2 years or less =
Directors Director: MA 3 – decision is made by D.

If, or may be, longer than
2 years = shareholder:
Ordinary resolution.


Changing the accounting Director S392 – ‘a company…’ In a BM by resolution, by majority…
reference date  MA 3: Defaults to MA 7
Directors



Allowing directors to allot shares Shareholders OR S551(1) CA Ordinary resolution (Note: this
– NOTE EXCEPTION directors S550: if there it is a company ordinary resolution must be filed
with only 1 class of shares with Registrar of Companies House
then authority is not needed.
s551(9)


Disapplying pre-emption rights shareholders S569(1) / 570(1) / 571(1) Special resolution

, Shareholders and Directors decisions




Removing a director against their shareholders S168(1) CA Ordinary resolution
will – by shareholder resolution



Removing the auditor of the Shareholders S510(2) CA Ordinary resolution
company



Direct the directors on how to act Shareholders MA 4(1) & Table A art 70 Special resolution



Loaning money to a Director Shareholders S197 CA Ordinary resolution



Ratifying a loan to a Director Shareholders S214 Ordinary resolution
when there was a failure from
Directors to get shareholder
approval



Ratifying a director’s breach of Shareholder S239(2) Ordinary resolution
duty



Substantial Property Transaction Shareholders S190(1) CA Ordinary resolution
(non-cash asset) – between the
company and a director (or a
connected persons) – SPT.



Affirm / Ratify a transaction Shareholder S196 Ordinary resolution
(which director entered into – SPT –
without shareholder approval)


If no restriction – directors can
Company borrowing money from There are no S31(1) borrow – check for conflicts of
third party / loans restrictions to a interest – MA 3
company
borrowing money If there is a restriction –special
– unless a special resolution to amend articles – s21.
article restricts this
Contract must be signed by 2
directors or 1 director and a witness.


Granting a security Director (unless Just need resolution of directors to
there is a authorise unless there are any