Company procedure planning template
Directors General
154Companies required to have directors
(1)A private company must have at least one director.
(2)A public company must have at least two directors.
155Companies required to have at least one director who is a natural person
(1)A company must have at least one director who is a natural person.
(2)This requirement is met if the office of director is held by a natural person as a corporation sole or
otherwise by virtue of an office
First director is appointed through naming in the company’s incorporation documents
162 Register of directors
(1)Every company must keep a register of its directors.
(2)The register must contain the required particulars (see sections 163, 164 and 166) of each person
who is a director of the company.
(3)The register must be kept available for inspection—
(a)at the company's registered office, or
167Duty to notify registrar of changes
(1)A company must, within the period of 14 days from—
(a)a person becoming or ceasing to be a director, or
(b)the occurrence of any change in the particulars contained in its register of directors or its register
of directors' residential addresses,
give notice to the registrar of the change and of the date on which it occurred.
,Board If directors choose to take decision by holding a board meeting rather than passing a director’s
Meeting/ written resolution = procedural rules need to be complied with
Directors
meeting (BM): Notice
Meeting of Companies (Model Articles) Regulations 2008
directors Article 9 Calling a directors’ meeting
9.—(1) Any director may call a directors’ meeting by giving notice of the meeting to the
directors or by authorising the company secretary (if any) to give such notice.
(2) Notice of any directors’ meeting must indicate—
(a)its proposed date and time;
(b)where it is to take place; and
(c)if it is anticipated that directors participating in the meeting will not be in the same place, how
it is proposed that they should communicate with each other during the meeting.
(3) Notice of a directors’ meeting must be given to each director, but need not be in writing.
(4) Notice of a directors’ meeting need not be given to directors who waive their entitlement to
notice of that meeting, by giving notice to that effect to the company not more than 7 days after
the date on which the meeting is held. Where such notice is given after the meeting has been
held, that does not affect the validity of the meeting, or of any business conducted at it.
360Computation of periods of notice etc: clear day rule
(1)This section applies for the purposes of the following provisions of this Part—
section 307(1) and (2) (notice required of general meeting),
[F1section 307A(1), (4), (5) and (7)(b) (notice required of general meeting of traded company), ]
section 312(1) and (3) (resolution requiring special notice),
section 314(4)(d) (request to circulate members' statement),
section 316(2)(b) (expenses of circulating statement to be deposited or tendered before meeting),
[F2section 337(3) (contents of notice of AGM of traded company),]
section 338(4)(d)(i) (request to circulate member's resolution at AGM of public company),F3. . .
[F4section 338A(5) (request to include matter in the business to be dealt with at AGM of traded company),]
section 340(2)(b)(i) (expenses of circulating statement to be deposited or tendered before meeting)[F5, and
section 340B(2)(b) (traded companies: duty to circulate members' matters for AGM).]
(2)Any reference in those provisions to a period of notice, or to a period before a meeting by which a request must
be received or sum deposited or tendered, is to a period of the specified length excluding—
, (a)the day of the meeting, and
(b)the day on which the notice is given, the request received or the sum deposited or tendered.
311Contents of notices of meetings
(1)Notice of a general meeting of a company must state—
(a)the time and date of the meeting, and
(b)the place of the meeting.
(2)Notice of a general meeting of a company must state the general nature of the business to be dealt with at the
meeting.
[F1In relation to a company other than a traded company, this subsection has effect subject to any provision of
the company's articles.]
[F2(3)Notice of a general meeting of a traded company must also include—
(a)a statement giving the address of the website on which the information required by section 311A (traded
companies: publication of information in advance of general meeting) is published;
(b)a statement—
(i)that the right to vote at the meeting is determined by reference to the register of members [F3(or, if an election
under section 128B is in force in respect of the company, by reference to the register kept by the registrar under
section 1080)], and
(ii)of the time when that right will be determined in accordance with section 360B(2) (traded companies: share
dealings before general meetings);
(c)a statement of the procedures with which members must comply in order to be able to attend and vote at the
meeting (including the date by which they must comply);
(d)a statement giving details of any forms to be used for the appointment of a proxy;
(e)where the company offers the facility for members to vote in advance (see section 322A) or by electronic
means (see section 360A), a statement of the procedure for doing so (including the date by which it must be
done, and details of any forms to be used); and
(f)a statement of the right of members to ask questions in accordance with section 319A (traded companies:
questions at meetings).]
325Notice of meeting to contain statement of rights
(1)In every notice calling a meeting of a company there must appear, with reasonable prominence, a statement
informing the member of—
Directors General
154Companies required to have directors
(1)A private company must have at least one director.
(2)A public company must have at least two directors.
155Companies required to have at least one director who is a natural person
(1)A company must have at least one director who is a natural person.
(2)This requirement is met if the office of director is held by a natural person as a corporation sole or
otherwise by virtue of an office
First director is appointed through naming in the company’s incorporation documents
162 Register of directors
(1)Every company must keep a register of its directors.
(2)The register must contain the required particulars (see sections 163, 164 and 166) of each person
who is a director of the company.
(3)The register must be kept available for inspection—
(a)at the company's registered office, or
167Duty to notify registrar of changes
(1)A company must, within the period of 14 days from—
(a)a person becoming or ceasing to be a director, or
(b)the occurrence of any change in the particulars contained in its register of directors or its register
of directors' residential addresses,
give notice to the registrar of the change and of the date on which it occurred.
,Board If directors choose to take decision by holding a board meeting rather than passing a director’s
Meeting/ written resolution = procedural rules need to be complied with
Directors
meeting (BM): Notice
Meeting of Companies (Model Articles) Regulations 2008
directors Article 9 Calling a directors’ meeting
9.—(1) Any director may call a directors’ meeting by giving notice of the meeting to the
directors or by authorising the company secretary (if any) to give such notice.
(2) Notice of any directors’ meeting must indicate—
(a)its proposed date and time;
(b)where it is to take place; and
(c)if it is anticipated that directors participating in the meeting will not be in the same place, how
it is proposed that they should communicate with each other during the meeting.
(3) Notice of a directors’ meeting must be given to each director, but need not be in writing.
(4) Notice of a directors’ meeting need not be given to directors who waive their entitlement to
notice of that meeting, by giving notice to that effect to the company not more than 7 days after
the date on which the meeting is held. Where such notice is given after the meeting has been
held, that does not affect the validity of the meeting, or of any business conducted at it.
360Computation of periods of notice etc: clear day rule
(1)This section applies for the purposes of the following provisions of this Part—
section 307(1) and (2) (notice required of general meeting),
[F1section 307A(1), (4), (5) and (7)(b) (notice required of general meeting of traded company), ]
section 312(1) and (3) (resolution requiring special notice),
section 314(4)(d) (request to circulate members' statement),
section 316(2)(b) (expenses of circulating statement to be deposited or tendered before meeting),
[F2section 337(3) (contents of notice of AGM of traded company),]
section 338(4)(d)(i) (request to circulate member's resolution at AGM of public company),F3. . .
[F4section 338A(5) (request to include matter in the business to be dealt with at AGM of traded company),]
section 340(2)(b)(i) (expenses of circulating statement to be deposited or tendered before meeting)[F5, and
section 340B(2)(b) (traded companies: duty to circulate members' matters for AGM).]
(2)Any reference in those provisions to a period of notice, or to a period before a meeting by which a request must
be received or sum deposited or tendered, is to a period of the specified length excluding—
, (a)the day of the meeting, and
(b)the day on which the notice is given, the request received or the sum deposited or tendered.
311Contents of notices of meetings
(1)Notice of a general meeting of a company must state—
(a)the time and date of the meeting, and
(b)the place of the meeting.
(2)Notice of a general meeting of a company must state the general nature of the business to be dealt with at the
meeting.
[F1In relation to a company other than a traded company, this subsection has effect subject to any provision of
the company's articles.]
[F2(3)Notice of a general meeting of a traded company must also include—
(a)a statement giving the address of the website on which the information required by section 311A (traded
companies: publication of information in advance of general meeting) is published;
(b)a statement—
(i)that the right to vote at the meeting is determined by reference to the register of members [F3(or, if an election
under section 128B is in force in respect of the company, by reference to the register kept by the registrar under
section 1080)], and
(ii)of the time when that right will be determined in accordance with section 360B(2) (traded companies: share
dealings before general meetings);
(c)a statement of the procedures with which members must comply in order to be able to attend and vote at the
meeting (including the date by which they must comply);
(d)a statement giving details of any forms to be used for the appointment of a proxy;
(e)where the company offers the facility for members to vote in advance (see section 322A) or by electronic
means (see section 360A), a statement of the procedure for doing so (including the date by which it must be
done, and details of any forms to be used); and
(f)a statement of the right of members to ask questions in accordance with section 319A (traded companies:
questions at meetings).]
325Notice of meeting to contain statement of rights
(1)In every notice calling a meeting of a company there must appear, with reasonable prominence, a statement
informing the member of—
