LPC EXAM READY NOTES
BUSINESS LAW AND PRACTICE NOTES
2019-2020
(DISTINCTION)
1
, SEC 1 : PROCEDURE PLANS FOR EXAMS
*NOTE:
Always check which method applies- short notice, written resolution or just normal
Check if the company’s articles of have any criteria or restriction regarding the quorum
Always Include name of the Company in the beginning as well as the definitions when
answering in exams.
Draft Outline useful for all procedure plans (tab relevant sections)
2
, I) Procedure for Conversion of a Shelf Company on Full Notice
(‘ABC 156 Limited’)
Definitions: ‘MA’ = Model Articles for private companies
‘s.’ = section in CA 2006
Board Meeting 1
1. Any director (either Jennifer Harrower or John Gatson) could do so under (MA 9(1)).
2. Notice period - reasonable according to what is usual for the company (Browne v La
Trinidad).
3. Quorum - 2 (MA 11(2)), therefore both serving directors (Jennifer Harrower and John
Gatson) must be present.
4. Agenda
4.1. Report on the formation of the company.
4.2. Propose board resolutions to:
a) Appoint Margaret Fletcher and Thomas Young as directors (MA 17(1)(b)) (both appointments
to take effect immediately) and Tim Bradford as company secretary (MA 3 and MA 5; s.270
(1))- private company not required to have a secretary)(with effect from John Gatson’s
resignation as company secretary (see item 2.2(b) below)). John Gatson to stand down as
Chairperson and Margaret Fletcher to take the position of Chairperson (MA 12(1));
b) Accept letters of resignation from Jennifer Harrower, as a director, and John Gatson, as a
director and company secretary (both resignations to take effect immediately) (MA 18(f));
c) receive and approve the transfers of subscriber shares (s.771 and MA 26) and to instruct the
company secretary to enter the new shareholder Ritchisons Holdings plc (‘RHP’) in the register
of members immediately (s.112(2) and s.113(2))1 and add a statement in the register of
members that the company has only one member (s.123(2));
d) approve the form of notice of GM. The contents of the notice will include:
i) date, time and place of meeting (s.311);
ii) precise wording of special resolution (s.283(6)) [and ordinary resolutions as good practice];
and
iii) a statement that a member may appoint a proxy (s.325(1));
e) call a GM (s.302) to pass a special resolution to change the company name (s.77(1));
1
This must be done here rather than after BM2 as under s.112(2) RHP will only be a member of RDL and be
eligible to receive notice of (and vote at) the GM once its name has been entered in RDL’s register of members.
3
BUSINESS LAW AND PRACTICE NOTES
2019-2020
(DISTINCTION)
1
, SEC 1 : PROCEDURE PLANS FOR EXAMS
*NOTE:
Always check which method applies- short notice, written resolution or just normal
Check if the company’s articles of have any criteria or restriction regarding the quorum
Always Include name of the Company in the beginning as well as the definitions when
answering in exams.
Draft Outline useful for all procedure plans (tab relevant sections)
2
, I) Procedure for Conversion of a Shelf Company on Full Notice
(‘ABC 156 Limited’)
Definitions: ‘MA’ = Model Articles for private companies
‘s.’ = section in CA 2006
Board Meeting 1
1. Any director (either Jennifer Harrower or John Gatson) could do so under (MA 9(1)).
2. Notice period - reasonable according to what is usual for the company (Browne v La
Trinidad).
3. Quorum - 2 (MA 11(2)), therefore both serving directors (Jennifer Harrower and John
Gatson) must be present.
4. Agenda
4.1. Report on the formation of the company.
4.2. Propose board resolutions to:
a) Appoint Margaret Fletcher and Thomas Young as directors (MA 17(1)(b)) (both appointments
to take effect immediately) and Tim Bradford as company secretary (MA 3 and MA 5; s.270
(1))- private company not required to have a secretary)(with effect from John Gatson’s
resignation as company secretary (see item 2.2(b) below)). John Gatson to stand down as
Chairperson and Margaret Fletcher to take the position of Chairperson (MA 12(1));
b) Accept letters of resignation from Jennifer Harrower, as a director, and John Gatson, as a
director and company secretary (both resignations to take effect immediately) (MA 18(f));
c) receive and approve the transfers of subscriber shares (s.771 and MA 26) and to instruct the
company secretary to enter the new shareholder Ritchisons Holdings plc (‘RHP’) in the register
of members immediately (s.112(2) and s.113(2))1 and add a statement in the register of
members that the company has only one member (s.123(2));
d) approve the form of notice of GM. The contents of the notice will include:
i) date, time and place of meeting (s.311);
ii) precise wording of special resolution (s.283(6)) [and ordinary resolutions as good practice];
and
iii) a statement that a member may appoint a proxy (s.325(1));
e) call a GM (s.302) to pass a special resolution to change the company name (s.77(1));
1
This must be done here rather than after BM2 as under s.112(2) RHP will only be a member of RDL and be
eligible to receive notice of (and vote at) the GM once its name has been entered in RDL’s register of members.
3
