Business Law and Practice
Procedure Plans
A. Convert shelf company
BM1 GM BM2
Who Any director MA 9(1) Convene BM (as above)
(if short notice) since this is a
reconvened BM no need to
repeat this step.
Notice Reasonable according to what is usual for the 14 clear days s307(1), s360 If got new directors, count them
company (Browne v La Trinidad) but can short notice s307(4) in the quorum
The agreement of a majority
in number of shareholders
with at least 90% the
nominal value of the issued
shares is required. (state
how many of the members
are required to consent)
s307(5), (6)
Quorum 2 [names] 2 s318(2)
MA 11(2)
for single member
companies, 1 (s318(1))
If SH is a company, need a
copy of board minutes
authorising [name] to act as
corporate rep s323(1)
Agenda (1) Report: formation of the company Propose SR to change name (1) Report: resolution passed
s77(1)
(2) Propose BR to: (2) Propose BR to:
a. Appoint directors (MA 17(1)(b)) and a. change RO (s87(1))
secretary. b. change ARD (s392(1)
Appoint _ as chairman to replace _ (MA 12(1)) c. appoint X as auditors (s485(3))
b. Accept letters of resignation from (director) d. direct secretary to deal with
and (secretary) (MA 18(f)) PMM
c. Receive & approve transfer of the (two)
subscriber shares (by two STF) (s771, MA26)
* STF: only when want to transfer shares, not
issue new shares
* transf shares conversion of shelf co BM1
* allot shares BM2
[GM]
d. Approve form of notice
notice of GM should contain:
– date time place of meeting (s311(1))
– wording of SR (s283(6))
– proxy notice (s325(1))
1
Procedure Plans
A. Convert shelf company
BM1 GM BM2
Who Any director MA 9(1) Convene BM (as above)
(if short notice) since this is a
reconvened BM no need to
repeat this step.
Notice Reasonable according to what is usual for the 14 clear days s307(1), s360 If got new directors, count them
company (Browne v La Trinidad) but can short notice s307(4) in the quorum
The agreement of a majority
in number of shareholders
with at least 90% the
nominal value of the issued
shares is required. (state
how many of the members
are required to consent)
s307(5), (6)
Quorum 2 [names] 2 s318(2)
MA 11(2)
for single member
companies, 1 (s318(1))
If SH is a company, need a
copy of board minutes
authorising [name] to act as
corporate rep s323(1)
Agenda (1) Report: formation of the company Propose SR to change name (1) Report: resolution passed
s77(1)
(2) Propose BR to: (2) Propose BR to:
a. Appoint directors (MA 17(1)(b)) and a. change RO (s87(1))
secretary. b. change ARD (s392(1)
Appoint _ as chairman to replace _ (MA 12(1)) c. appoint X as auditors (s485(3))
b. Accept letters of resignation from (director) d. direct secretary to deal with
and (secretary) (MA 18(f)) PMM
c. Receive & approve transfer of the (two)
subscriber shares (by two STF) (s771, MA26)
* STF: only when want to transfer shares, not
issue new shares
* transf shares conversion of shelf co BM1
* allot shares BM2
[GM]
d. Approve form of notice
notice of GM should contain:
– date time place of meeting (s311(1))
– wording of SR (s283(6))
– proxy notice (s325(1))
1
