Directors
RESOLUTION AUTHORITY WHO HOW
Making purchases MA 3 Directors Board Resolution (MA 7 and 8)
Change of registered office s.87(1) CA 2006 Directors Board Resolution
Change of Accounting s.392 CA 2006 Directors Board Resolution
Reference Date
Change of signatory to bank MA 3 Directors Board Resolution
mandate
Enter into contract MA 3 Directors Board Resolution
Transfer of shares MA 26 Directors have discretion Board Resolution
Enter into secured loan S859A Directors Board resolution
agreement Send form MR01 to CH
NB: keep copies of
debentures/every instrument
creating a charge (s.859P)
Appointing a secretary MA3 Directors Board resolution
Shareholders
RESOLUTION AUTHORITY WHO HOW
Changing Company Name s.77 CA 2006 Shareholders Special resolution unless articles
say otherwise
Removal of director s.168(1) CA 2006 Shareholders Ordinary resolution
Amendment of Articles s.21(1) CA 2006 Shareholders Special resolution
Disapplication of pre-emption s.571 CA 2006 Shareholders Special resolution to disapply
rights s.561 CA 2006
Approving substantial s.190(1) CA 2006 Shareholder Ordinary resolution
property transaction
Approving compensation to a s.217(1) CA 2006 Shareholder Ordinary resolution
director for loss of office
Approving a contract to buy s.694(2) CA 2006 Shareholder Ordinary resolution
back the company’s shares
Approving payment to buy s.716 CA 2006 Shareholder Special resolution
back the company’s shares
out of capital
Ratifying director’s breach of s.239(2) CA 2006 Shareholder Ordinary resolution
duty
Authorising political s.366(1) CA 2006 Shareholder Ordinary resolution
donations
Deciding to register the s.97(1) CA 2006 Shareholder Ordinary resolution
(private) company as a public
company
Removing an auditor of the s.510(2) CA 2006 Shareholder Ordinary resolution
company
Approving loan to director s.197 Shareholder Ordinary resolution
Directors and Shareholders
RESOLUTION AUTHORITY WHO HOW
Allotment of new shares s.549-551(1) CA 2006 Shareholders must give By ordinary resolution of the
authority if this has not been shareholders to give director’s
given by the articles; once this is authority (if necessary)
done the directors may decide
Grant of 2-year service s.188(2) CA 2006 – if Directors (NB: over 2 years – Board resolution / if over 2 years =
contract to a director over 2 years = requires shareholder meeting) shareholder ordinary resolution
shareholder
s.228(3) CA 2006: contract kept
MA 3,7 and 19 available for inspection
(remuneration decided
by directors)
Paying final dividend MA 30 Directors recommend the First by board resolution and then
This is NOT amount of dividend then by ordinary resolution of the
prohibited – see s830 shareholders shareholders
Appointment of non-executive MA 17(1) Directors or shareholders Board resolution or ordinary
or executive directors s.167 CA 2006 resolution of the shareholders
, ENTERING INTO SECURED LOAN AGREEMENT
WHO CAN MAKE Directors can change the registered office address under their general powers (MA 3)
DECISION
HOW IS DECISION BM1
MADE REOLVE TO:
1. AGREE TERMS OF LOAN AGREEMENT WITH THE LENDER
2. NEGOTIATE TERMS
3. AUTHORISE DIRECTOR TO ENTER INTO THE LOAN AGREEMENT
(S43/44/)
4. PASS BOARD RESOLUTION - Requires simple majority (MA 7) or unanimity
(MA8) of those present at the board meeting on a show of hands
ADMIN Internal
• Keep BM minutes at registered office for 10 years from the date of the meeting
(s.248(2) CA 2006 / MA 15)
External
• MR01 to CH within 21 days from the date charge created.
• Update land registry title (use form AP1 and CH1)
FAILURE Can be fined for not keeping BM minutes (s.248(4))
Can be fined for not maintaining proper records (s.1134)
, CHANGE OF REGISTERED OFFICE
WHO CAN MAKE Directors can change the registered office address under their general powers (MA 3) by
DECISION giving notice to the registrar (s.87(1)) using form AD01.
HOW IS DECISION BM1
MADE Resolve to approve change of address from X to Y
Can change the address of registered office by giving notice to the registrar (s.87(1) CA
2006)
Requires simple majority (MA 7) or unanimity (MA8) of those present at the board
meeting on a show of hands
May pass resolution using WR but unanimous consent required
ADMIN Internal
• Keep BM minutes at registered office for 10 years from the date of the meeting
(s.248(2) CA 2006 / MA 15)
External
• AD01 and send to companies house within 14 days of the change taking place. The
change takes effect on the registration of the notice by the registrar but any person
can serve a document at the old address for 14 days after the change (s.87(2) CA
2006)
FAILURE Can be fined for not keeping BM minutes (s.248(4))
Can be fined for not maintaining proper records (s.1134)
APPOINTING A SECRETARY
WHO CAN MAKE Directors
DECISION
HOW IS DECISION BM1
MADE Resolve to appoint secretary (MA 3)
Requires simple majority (MA 7) of those present at the board meeting on a show of
hands
ADMIN Internal
• Keep BM minutes at registered office for 10 years from the date of the meeting
(s.248(2) CA 2006 / MA 15)
• Amend register of secretaries (s.275)
External
• Send form AP03 (human secretary) or AP04 (corporate secretary) to companies
house within 14 days (s.276(1)(a))
FAILURE • Can be fined for not keeping BM minutes (s.248(4))
• Company/director can be fined for not updating/making available for inspection the
register of secretaries (s.275(6) and (7))
• Director can be fined for not notifying companies house of changes to the register
(s.276(3) and (4))
• Can be fined for not maintaining proper records (s.1134) NB s.279A allows private
co’s to elect not to keep their own register of secretaries and just ensure that the
necessary information is filed and kept up to date on the central register at
companies house
RESOLUTION AUTHORITY WHO HOW
Making purchases MA 3 Directors Board Resolution (MA 7 and 8)
Change of registered office s.87(1) CA 2006 Directors Board Resolution
Change of Accounting s.392 CA 2006 Directors Board Resolution
Reference Date
Change of signatory to bank MA 3 Directors Board Resolution
mandate
Enter into contract MA 3 Directors Board Resolution
Transfer of shares MA 26 Directors have discretion Board Resolution
Enter into secured loan S859A Directors Board resolution
agreement Send form MR01 to CH
NB: keep copies of
debentures/every instrument
creating a charge (s.859P)
Appointing a secretary MA3 Directors Board resolution
Shareholders
RESOLUTION AUTHORITY WHO HOW
Changing Company Name s.77 CA 2006 Shareholders Special resolution unless articles
say otherwise
Removal of director s.168(1) CA 2006 Shareholders Ordinary resolution
Amendment of Articles s.21(1) CA 2006 Shareholders Special resolution
Disapplication of pre-emption s.571 CA 2006 Shareholders Special resolution to disapply
rights s.561 CA 2006
Approving substantial s.190(1) CA 2006 Shareholder Ordinary resolution
property transaction
Approving compensation to a s.217(1) CA 2006 Shareholder Ordinary resolution
director for loss of office
Approving a contract to buy s.694(2) CA 2006 Shareholder Ordinary resolution
back the company’s shares
Approving payment to buy s.716 CA 2006 Shareholder Special resolution
back the company’s shares
out of capital
Ratifying director’s breach of s.239(2) CA 2006 Shareholder Ordinary resolution
duty
Authorising political s.366(1) CA 2006 Shareholder Ordinary resolution
donations
Deciding to register the s.97(1) CA 2006 Shareholder Ordinary resolution
(private) company as a public
company
Removing an auditor of the s.510(2) CA 2006 Shareholder Ordinary resolution
company
Approving loan to director s.197 Shareholder Ordinary resolution
Directors and Shareholders
RESOLUTION AUTHORITY WHO HOW
Allotment of new shares s.549-551(1) CA 2006 Shareholders must give By ordinary resolution of the
authority if this has not been shareholders to give director’s
given by the articles; once this is authority (if necessary)
done the directors may decide
Grant of 2-year service s.188(2) CA 2006 – if Directors (NB: over 2 years – Board resolution / if over 2 years =
contract to a director over 2 years = requires shareholder meeting) shareholder ordinary resolution
shareholder
s.228(3) CA 2006: contract kept
MA 3,7 and 19 available for inspection
(remuneration decided
by directors)
Paying final dividend MA 30 Directors recommend the First by board resolution and then
This is NOT amount of dividend then by ordinary resolution of the
prohibited – see s830 shareholders shareholders
Appointment of non-executive MA 17(1) Directors or shareholders Board resolution or ordinary
or executive directors s.167 CA 2006 resolution of the shareholders
, ENTERING INTO SECURED LOAN AGREEMENT
WHO CAN MAKE Directors can change the registered office address under their general powers (MA 3)
DECISION
HOW IS DECISION BM1
MADE REOLVE TO:
1. AGREE TERMS OF LOAN AGREEMENT WITH THE LENDER
2. NEGOTIATE TERMS
3. AUTHORISE DIRECTOR TO ENTER INTO THE LOAN AGREEMENT
(S43/44/)
4. PASS BOARD RESOLUTION - Requires simple majority (MA 7) or unanimity
(MA8) of those present at the board meeting on a show of hands
ADMIN Internal
• Keep BM minutes at registered office for 10 years from the date of the meeting
(s.248(2) CA 2006 / MA 15)
External
• MR01 to CH within 21 days from the date charge created.
• Update land registry title (use form AP1 and CH1)
FAILURE Can be fined for not keeping BM minutes (s.248(4))
Can be fined for not maintaining proper records (s.1134)
, CHANGE OF REGISTERED OFFICE
WHO CAN MAKE Directors can change the registered office address under their general powers (MA 3) by
DECISION giving notice to the registrar (s.87(1)) using form AD01.
HOW IS DECISION BM1
MADE Resolve to approve change of address from X to Y
Can change the address of registered office by giving notice to the registrar (s.87(1) CA
2006)
Requires simple majority (MA 7) or unanimity (MA8) of those present at the board
meeting on a show of hands
May pass resolution using WR but unanimous consent required
ADMIN Internal
• Keep BM minutes at registered office for 10 years from the date of the meeting
(s.248(2) CA 2006 / MA 15)
External
• AD01 and send to companies house within 14 days of the change taking place. The
change takes effect on the registration of the notice by the registrar but any person
can serve a document at the old address for 14 days after the change (s.87(2) CA
2006)
FAILURE Can be fined for not keeping BM minutes (s.248(4))
Can be fined for not maintaining proper records (s.1134)
APPOINTING A SECRETARY
WHO CAN MAKE Directors
DECISION
HOW IS DECISION BM1
MADE Resolve to appoint secretary (MA 3)
Requires simple majority (MA 7) of those present at the board meeting on a show of
hands
ADMIN Internal
• Keep BM minutes at registered office for 10 years from the date of the meeting
(s.248(2) CA 2006 / MA 15)
• Amend register of secretaries (s.275)
External
• Send form AP03 (human secretary) or AP04 (corporate secretary) to companies
house within 14 days (s.276(1)(a))
FAILURE • Can be fined for not keeping BM minutes (s.248(4))
• Company/director can be fined for not updating/making available for inspection the
register of secretaries (s.275(6) and (7))
• Director can be fined for not notifying companies house of changes to the register
(s.276(3) and (4))
• Can be fined for not maintaining proper records (s.1134) NB s.279A allows private
co’s to elect not to keep their own register of secretaries and just ensure that the
necessary information is filed and kept up to date on the central register at
companies house
