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
,f) direct the company secretary to give notice of the GM in accordance with s.308 and send it
to:
i) every member of the Company (s.310(1)(a)); and
ii) every director of the Company (s.310(1)(b)); and
g) direct the company secretary to deal with the post meeting matters listed below.
5. Voting - Board must agree by majority decision on the agenda items set out above (MA
7(1)).
6. Close board meeting.
7. Post meeting matters:
a) Company secretary to file the following with the Registrar of Companies:
i) forms notifying appointment of directors to the Registrar of Companies within 14 days
(s.167(1)) - Form AP01;
ii) forms notifying termination of directors’ appointment to the Registrar of Companies within
14 days (s.167(1)) - Form TM01;
iii) a form notifying appointment of secretary to the Registrar of Companies within 14 days
(s.276(1)) - Form AP03;
iv) a form notifying termination of secretary’s appointment to the Registrar of Companies
within 14 days (s.276(1)) - Form TM02; and
v) forms notifying a relevant legal entity with significant control and individuals ceasing to have
significant control to the Registrar of Companies within 14 days (s.790VA) - Forms PSC02 and
PSC07.
b) Company secretary to:
i) update the register of people with significant control (s.790M) to reflect RHP’s shareholding
(within 14 days);
ii) issue a new share certificate to RHP (s.776) and cancel the old share certificates;
iii) write up minutes of the board meeting (s.248(1)); and
iv) update the company’s register of directors and secretaries (s.162 and s.275).
GM
1. Notice period for a GM is at least 14 clear days (s.307(1) and s.360(2)).
4
, General Note: Section 307(1) Companies Act 2006 (‘CA’) provides that a GM of a private
company must be called by giving notice of at least 14 days. Section 360 (1) and (2) CA adds
that this notice period excludes the day of the meeting and the day on which the notice is given
(thus requiring at least 14 “clear” days notice to be given). In this example, notice was sent on
Tuesday 5 November by hand. The earliest date on which the GM could be held is therefore
Wednesday 20 November 2019.
If the notices of GM had been posted to ML’s shareholders: CA provides that any document
sent by post is deemed to have been received by the intended recipient 48 hours after it was
posted. Note that this period of 48 hours only includes working days (i.e. not weekends or bank
holidays (see s.1173 CA for definition of ‘working day’)). If the ML notices of GM had been
posted, the earliest date on which the GM could be held is Friday 22 November 2019.
2. Quorum - in this case one (s.318(1) for single member companies). Now that the shares have
been transferred, RHP is the sole member of the company. Need to see a copy of the board
minutes of RHP authorising Margaret Fletcher to act as its corporate representative at the
general meeting (s.323(1)- gives power to a representative to vote on and sign on behalf of a
company in a meeting).
General Note: The quorum required for a shareholders’ meeting under s.318 (2) CA 2006 is two.
Decisions are made at shareholder level on a show of hands unless a poll is demanded under
MA 42. Under s.284(2) CA 2006, when the shareholders vote on a show of hands, each
shareholder who is present at the meeting will be entitled to one vote, regardless of the
number of shares held by that shareholder. Under s.284 (3) CA 2006, when the shareholders
are voting on a poll, every shareholder has one vote in respect of each share held by him/her.
Under s.284 (4) CA 2006, a company can change the above position by provisions in its articles.
3. Agenda - to propose a special resolution to change the name of the company from ‘ABC 156
Limited’ to ‘Ritchisons Direct Limited’ (s.77 (1) (a)).
4. Voting - Special resolution passed by not less than 75% of those voting (s.283 (1) and s.283
(4)). (Must vote on a show of hands unless a poll is demanded – MA 42.)
5. Close GM.
Board Meeting II
1. Who calls? Any director (Margaret Fletcher or Thomas Young) (MA 9(1)).
2. Notice/ Quorum/ Voting – same as Board Meeting I (save that both Margaret Fletcher and
Thomas Young must be present as the serving directors).
3. Agenda
3.1 Report that the special resolution was passed at the GM.
5
*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
,f) direct the company secretary to give notice of the GM in accordance with s.308 and send it
to:
i) every member of the Company (s.310(1)(a)); and
ii) every director of the Company (s.310(1)(b)); and
g) direct the company secretary to deal with the post meeting matters listed below.
5. Voting - Board must agree by majority decision on the agenda items set out above (MA
7(1)).
6. Close board meeting.
7. Post meeting matters:
a) Company secretary to file the following with the Registrar of Companies:
i) forms notifying appointment of directors to the Registrar of Companies within 14 days
(s.167(1)) - Form AP01;
ii) forms notifying termination of directors’ appointment to the Registrar of Companies within
14 days (s.167(1)) - Form TM01;
iii) a form notifying appointment of secretary to the Registrar of Companies within 14 days
(s.276(1)) - Form AP03;
iv) a form notifying termination of secretary’s appointment to the Registrar of Companies
within 14 days (s.276(1)) - Form TM02; and
v) forms notifying a relevant legal entity with significant control and individuals ceasing to have
significant control to the Registrar of Companies within 14 days (s.790VA) - Forms PSC02 and
PSC07.
b) Company secretary to:
i) update the register of people with significant control (s.790M) to reflect RHP’s shareholding
(within 14 days);
ii) issue a new share certificate to RHP (s.776) and cancel the old share certificates;
iii) write up minutes of the board meeting (s.248(1)); and
iv) update the company’s register of directors and secretaries (s.162 and s.275).
GM
1. Notice period for a GM is at least 14 clear days (s.307(1) and s.360(2)).
4
, General Note: Section 307(1) Companies Act 2006 (‘CA’) provides that a GM of a private
company must be called by giving notice of at least 14 days. Section 360 (1) and (2) CA adds
that this notice period excludes the day of the meeting and the day on which the notice is given
(thus requiring at least 14 “clear” days notice to be given). In this example, notice was sent on
Tuesday 5 November by hand. The earliest date on which the GM could be held is therefore
Wednesday 20 November 2019.
If the notices of GM had been posted to ML’s shareholders: CA provides that any document
sent by post is deemed to have been received by the intended recipient 48 hours after it was
posted. Note that this period of 48 hours only includes working days (i.e. not weekends or bank
holidays (see s.1173 CA for definition of ‘working day’)). If the ML notices of GM had been
posted, the earliest date on which the GM could be held is Friday 22 November 2019.
2. Quorum - in this case one (s.318(1) for single member companies). Now that the shares have
been transferred, RHP is the sole member of the company. Need to see a copy of the board
minutes of RHP authorising Margaret Fletcher to act as its corporate representative at the
general meeting (s.323(1)- gives power to a representative to vote on and sign on behalf of a
company in a meeting).
General Note: The quorum required for a shareholders’ meeting under s.318 (2) CA 2006 is two.
Decisions are made at shareholder level on a show of hands unless a poll is demanded under
MA 42. Under s.284(2) CA 2006, when the shareholders vote on a show of hands, each
shareholder who is present at the meeting will be entitled to one vote, regardless of the
number of shares held by that shareholder. Under s.284 (3) CA 2006, when the shareholders
are voting on a poll, every shareholder has one vote in respect of each share held by him/her.
Under s.284 (4) CA 2006, a company can change the above position by provisions in its articles.
3. Agenda - to propose a special resolution to change the name of the company from ‘ABC 156
Limited’ to ‘Ritchisons Direct Limited’ (s.77 (1) (a)).
4. Voting - Special resolution passed by not less than 75% of those voting (s.283 (1) and s.283
(4)). (Must vote on a show of hands unless a poll is demanded – MA 42.)
5. Close GM.
Board Meeting II
1. Who calls? Any director (Margaret Fletcher or Thomas Young) (MA 9(1)).
2. Notice/ Quorum/ Voting – same as Board Meeting I (save that both Margaret Fletcher and
Thomas Young must be present as the serving directors).
3. Agenda
3.1 Report that the special resolution was passed at the GM.
5
