BPP University College Of Professional Studies Limited (BPP)
These LPC (Accelerated) BLP procedure plan notes were pivotal in gaining a mark of 94% (distinction) in the BLP module at BPP University (2022). These notes are structured and are relevant for the topics on which procedure plans can come up.
Both solution material and chapter material is comprehe...
BPP University College Of Professional Studies Limited (BPP)
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Hafsah Nawaz
Procedure Plan - Shelf Company (FULL OR SHORT NOTICE OR WRITTEN)
Board Meeting 1
Who calls?
o Any director can call a BM (MA 9(1))
Notice period?
o Browne v La Trinidad- notice is that which is reasonable according to what is usual for the company
o MA 9(3)- notice has to go to all directors, but need not be in writing
Quorum?
o 2 unless otherwise fixed (MA 11(2)).
o If the total no. of directors is less than the quorum, directors can’t take any decisions at that meeting
other than those to appoint further directors or call a GM to appoint further directors (MA 11(3))
Agenda + propose BR to-
o Approve form of full notice of the GM under S307
o If calling on short notice-
Notice has to be approved per S307(4)
Short notice must be agreed by X members because the requisite percentage for a limited
company is 90% (S307(6)(a))
o The contents of the notice will include-
Time and date of the GM (S311(1)(a) and S311(1)(b))
The general nature of the business to be dealt with (S311(2))
Statement that a member may appoint a proxy (S325(1))
The exact wording of any special resolution (s283(6))
o Call GM under S302 to:
[pass xyz resolutions]
o Direct the company secretary to give notice of the GM in accordance with S308 and sent it to-
Every member of the company (S310(1)(a))
Every director of the company (S310(1)(b)) and
The auditors (S502(2))
Voting?
o Under MA 7(1) the board must agree by majority decision on the agenda items set out above
o MA 13(1) – the chairman of the board will have a casting vote
Close board meeting if calling on full notice ; adjourn BM if calling on short or written
Post-meeting matters to be dealt with by the Company Secretary
o Write up minutes of the BM (S248(1))
General Meeting
Notice period?
o Full notice
S307(1) CA – a GM must be called by giving notice of at least 14 clear days
Unless the AA say longer (s307(3))
S360(1)-(2) CA – the notice period excludes the day of the meeting and the day on which the
notice is given
o Short notice
S307(4) CA – a GM can be held by shorter notice if agreed by the members
S307(5) CA – a GM may be held by shorter notice if agreed by-
A majority in the number of members who have a right to attend and vote at the
GM, being a majority who;
Together hold not less than the requisite percentage in nominal value of the shares
S307(6) CA - the requisite percentage is 90% or such higher percentage up to 95% as specified
in the company’s articles
Quorum?
o S318(2)- 2 qualifying persons is the minimum, unless otherwise specified in the articles
,Hafsah Nawaz
o If shareholder includes a company, need to appoint a corporate representative to attend (s323)
Agenda?
o [pass xyz]
Voting?
o MA 42- voting will occur on a show of hands unless a poll is demanded
o Ordinary resolution must be passed by a simple majority (S283(2))
o Special resolution must be passed by not less than 75% of those voting (S283(1))
Close GM
Written resolution
BR for company secretary to send a copy of the written resolution to every eligible member (s291) either in hard
copy, electronic form, or via a website (s291(3)(a))
OR Voting- the written resolution is passed when the majority of eligible members have signified their agreement
to it (s296(4))
SR Voting- the written resolution is passed if it is passed by members representing not less than 75% of the total
voting rights of eligible members (s283(2))
Voting- S297(1)- a proposed written resolution lapses if it isn't passed before (a) the period specified in the
Articles, or (b) 28 days from the date of circulation of the resolution
Board Meeting 2
Calling BM, notice and quorum as above
Agenda?
o Report that ordinary resolution was passed at GM
o Report that special resolution was passed at GM
o Report that written resolution was passed
o Propose board resolutions to-
[xyz]
Direct the Company Secretary to deal with post meeting matters
Voting?
o MA 7(1)- the board must agree by majority decision on the agenda items set out above
Close BM
Post-meeting matters
GM board minutes (S355(1))
BM board minutes (S248(1))
Companies House filings
Company books
, Hafsah Nawaz
Procedure Plan - Shelf Company (WRITTEN RESOLUTION)
Board Meeting Part I
1. Who calls? - any director could do so (MA 9(1)).
2. Notice period - reasonable according to what is usual for the company (Browne v La Trinidad). MA 9(3) – notice has
to go to all directors, but need not be in writing
3. Quorum – 2 unless otherwise fixed (MA 11(2)).
If the total no. of directors is less than the quorum, directors can’t take any decisions at that meeting other than
those to appoint further directors or call a GM to appoint further directors (MA 11(3)).
NB that directors directly or interested in a transaction cannot vote or count in quorum for the purposes of that
transaction (MA 14(1))
4. Agenda
4.1 Report on the formation of the company.
4.2 Propose board resolutions to:
a) to propose a written resolution to change the company name (s. 288(3)(a));
b) to approve the form of written resolution, including the following:
as this is a special resolution it must be designated as such (s. 283(3)(a));
the resolution must be accompanied by instructions to the shareholders as to how to ‘vote’ (ss.
291(4)(a) and 296) and identify the lapse date (ss. 291(4)(b) and 297); and
c) to direct the company secretary to send or submit the resolution to each member (s. 291(2)).
5. Voting - Board must agree by majority decision on a show of hands on the agenda items set out above (MA 7(1)).
If the number of votes for/against a proposal are equal, the chairman has a casting vote (MA 13(1))
Where a director abstains from voting, they do not count towards the number voting
6. The board meeting is then adjourned for the written resolution to be signed.
Whilst Board Meeting is Adjourned
Change the name of the company by special resolution (s. 77(1)) using the written resolution procedure. A
representative of Alnery Incorporations No. 1 Limited (appointed under s. 323) will be present at the Board
Meeting Part I who can indicate Alnery Incorporations No. 1 Limited’s agreement to the resolution by signing a
copy of it at this point (s. 296(1)). A written resolution is passed when the required majority of those members
signify their agreement to it (s. 283(2)).
Board Meeting Part II (Reconvened)
1. Who calls? (see Notice below)
2. Notice? The original board meeting was adjourned (since the written resolution could be signed straight away as the
Alnery representative was present). For this reason it is deemed to be the same board meeting (as opposed to
having ended and then been called again after the written resolution was signed) and the notice requirement has
already been satisfied.
3. Quorum: 2 unless otherwise fixed (MA 11(2)). If the total no. of directors is less than the quorum, directors can’t take
any decisions at that meeting other than those to appoint further directors or call a GM to appoint further directors
(MA 11(3))
4. Agenda:
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