BUSINES
BLP MOCK REVISION
NOTES(2021)
COMPANIES: DIFFERENCES OF
PRIVATE COMPANY PUBLIC COMPANY
Name Must end in Limited or Ltd Must end in Public
(s.59(1)) Limited
Company or PLC (s.58(1))
Min. 1 shareholder (s.7(1) and 1 shareholder (s.7(1) and
shareholders s.8(1)) s.8(1))
Min. directors 1 director (s.154(1)) 2 directors (s.154(2))
Min. No secretary required Secretary required
secretary (s.270(1)) (s.271)
Certificates Certificate of Certificate of
required Incorporation issued Incorporation issued
prior to by Companies House by Companies House
commenceme (s.15(4)). (s.15(4)).
nt of trading Can commence ALSO – needs a trading
trading as soon as certificate issued by
incorporated. Companies House
showing that the
company’s allotted share
capital is not less than
the
minimum (s.761(1)(2)).
Min. share Only one share (s.8(1) Min. of £50,000 (or the
capital (b)) euro
equivalent) (s.763(1)(a)).
Can shares NO (S.755(1)). Permitted by the
been offered Companies
to the Act 2006 (FSMA
public? imposes
restrictions).
Method of No specified method of Payment in cash only.
payment payment (s.582(1) Non-cash consideration
and (2)). Shares can be (e.g.
minimum issued without giving Property for
amount need for immediate shares) must be
payable payment. valued by an
fMoOr (MA): The Model Articles seint doef perned-
D sh a r e
E L A RTIC are a dernatftaeuddAitrotric(lse.
t on incorporation. They will s59th3a(1t )a).
LES
not us ually cover everything
company can
adop that a
LEGALITIES OF OARD
B
Who can call a What notice needs to be given?
board meeting? Quorum (number of directors that are
,required to be MA 9(1): Any director.
present at a
board meeting): Reasonable notice of the board meeting must be
How are given
decisions (CASE: Browne v La Trinidad).
decided? MA 11(2): May be fixed from time to time but
must never be less than two, and unless
otherwise fixed, is two.
MA 7(1): Board resolutions are passed on
by a simple majority (more than 50% of
directors in favour) at a board meeting
SCHhAaRirEmHaOnL: DERS AND THEThIRe chairman will have a casting
vote in the event of a
deadlock (unless the articles have been
amended).
An h
W abstaining
a t Where a director abstains from voting, he/she
di re c does
A s not h a re h ol d e r o w n s t h e c o
i s a copuan n t y t (ow a er re
d sat sh te hn e u m b e r
t o r : m w h directors
shareholder? v o ti n g o n t h a t
j u s t m a n a g e th e c o m p a n y ’is s u e.
Quorum (number Es .d g a. yW toh e d ar e y th
b ue srei a n re ess5). d i r
of e c to
S.318(2) r
would count s, if
Companies
them o n e a
Act: t wb s t a in , you
shareholders that Tout o sofh a re h ol d e r s 4 .
o g e t a m a j o r ity you would
are required to S.318(1): Unless the company has only one
be shareholder (*shareholders are also called
present at a members), in which case, one shareholder is
shareholder sufficient.
meeting):
,COMMON COMPANY
What? Who needs Statuto What type What
to ry of meeting
authorise authori resolutio needs to
the ty n? be held?
Change change? Shareholder
of name meeting
Shareholder S.77(1)(a) Special OR
s OR CA Resolution As
By S.77(1)(b) (not less otherwise
following CA than 75% provided for
the voting in in the
procedure favour) (if Company’s
set out in passed by Articles.
the shareholder
Company’s s) OR
Resignati Articles (if As provided
on of provided in the
secretary for) Company’s Board meeting
Articles
N/A Usual to
have a
Appointme Secretary board
nt of needs to resolution Board meeting
secretary send a
Appointme resignation MA 3 and
nt letter to MA 5 Usual to Board meeting
the Board S.270(1) CA have a
Directors board
MA 17(1)(b) resolution
Board
Directors
W h o or St a t
of n e ea dreh
sh MA
W h a s u t1o 7r R
W
t yh p aet
ut ie oson l OR
What
t di
? re c o l d er (y 1) ( a ) of
to
t ors s
Transf er shares authorise the
, chan authority m
ge?
r es
O R e e t re
Sha i
olution nh go l d
? en re
Dir S.112(2) CA m
ect S.544(1) CA
Ordina e de se
ors MA 26
ry t to in be
g
Resolut ( ash
AN ion appli
U su e ld c
a(ml
D o
?ab le
Stock t re
o h a )
Transfer tve
h aa Board
n meeting
Form board
required resolutio
to be n
signed AND
by Share
transfer certifi
or cate
to
be
issue
d to
new
BLP MOCK REVISION
NOTES(2021)
COMPANIES: DIFFERENCES OF
PRIVATE COMPANY PUBLIC COMPANY
Name Must end in Limited or Ltd Must end in Public
(s.59(1)) Limited
Company or PLC (s.58(1))
Min. 1 shareholder (s.7(1) and 1 shareholder (s.7(1) and
shareholders s.8(1)) s.8(1))
Min. directors 1 director (s.154(1)) 2 directors (s.154(2))
Min. No secretary required Secretary required
secretary (s.270(1)) (s.271)
Certificates Certificate of Certificate of
required Incorporation issued Incorporation issued
prior to by Companies House by Companies House
commenceme (s.15(4)). (s.15(4)).
nt of trading Can commence ALSO – needs a trading
trading as soon as certificate issued by
incorporated. Companies House
showing that the
company’s allotted share
capital is not less than
the
minimum (s.761(1)(2)).
Min. share Only one share (s.8(1) Min. of £50,000 (or the
capital (b)) euro
equivalent) (s.763(1)(a)).
Can shares NO (S.755(1)). Permitted by the
been offered Companies
to the Act 2006 (FSMA
public? imposes
restrictions).
Method of No specified method of Payment in cash only.
payment payment (s.582(1) Non-cash consideration
and (2)). Shares can be (e.g.
minimum issued without giving Property for
amount need for immediate shares) must be
payable payment. valued by an
fMoOr (MA): The Model Articles seint doef perned-
D sh a r e
E L A RTIC are a dernatftaeuddAitrotric(lse.
t on incorporation. They will s59th3a(1t )a).
LES
not us ually cover everything
company can
adop that a
LEGALITIES OF OARD
B
Who can call a What notice needs to be given?
board meeting? Quorum (number of directors that are
,required to be MA 9(1): Any director.
present at a
board meeting): Reasonable notice of the board meeting must be
How are given
decisions (CASE: Browne v La Trinidad).
decided? MA 11(2): May be fixed from time to time but
must never be less than two, and unless
otherwise fixed, is two.
MA 7(1): Board resolutions are passed on
by a simple majority (more than 50% of
directors in favour) at a board meeting
SCHhAaRirEmHaOnL: DERS AND THEThIRe chairman will have a casting
vote in the event of a
deadlock (unless the articles have been
amended).
An h
W abstaining
a t Where a director abstains from voting, he/she
di re c does
A s not h a re h ol d e r o w n s t h e c o
i s a copuan n t y t (ow a er re
d sat sh te hn e u m b e r
t o r : m w h directors
shareholder? v o ti n g o n t h a t
j u s t m a n a g e th e c o m p a n y ’is s u e.
Quorum (number Es .d g a. yW toh e d ar e y th
b ue srei a n re ess5). d i r
of e c to
S.318(2) r
would count s, if
Companies
them o n e a
Act: t wb s t a in , you
shareholders that Tout o sofh a re h ol d e r s 4 .
o g e t a m a j o r ity you would
are required to S.318(1): Unless the company has only one
be shareholder (*shareholders are also called
present at a members), in which case, one shareholder is
shareholder sufficient.
meeting):
,COMMON COMPANY
What? Who needs Statuto What type What
to ry of meeting
authorise authori resolutio needs to
the ty n? be held?
Change change? Shareholder
of name meeting
Shareholder S.77(1)(a) Special OR
s OR CA Resolution As
By S.77(1)(b) (not less otherwise
following CA than 75% provided for
the voting in in the
procedure favour) (if Company’s
set out in passed by Articles.
the shareholder
Company’s s) OR
Resignati Articles (if As provided
on of provided in the
secretary for) Company’s Board meeting
Articles
N/A Usual to
have a
Appointme Secretary board
nt of needs to resolution Board meeting
secretary send a
Appointme resignation MA 3 and
nt letter to MA 5 Usual to Board meeting
the Board S.270(1) CA have a
Directors board
MA 17(1)(b) resolution
Board
Directors
W h o or St a t
of n e ea dreh
sh MA
W h a s u t1o 7r R
W
t yh p aet
ut ie oson l OR
What
t di
? re c o l d er (y 1) ( a ) of
to
t ors s
Transf er shares authorise the
, chan authority m
ge?
r es
O R e e t re
Sha i
olution nh go l d
? en re
Dir S.112(2) CA m
ect S.544(1) CA
Ordina e de se
ors MA 26
ry t to in be
g
Resolut ( ash
AN ion appli
U su e ld c
a(ml
D o
?ab le
Stock t re
o h a )
Transfer tve
h aa Board
n meeting
Form board
required resolutio
to be n
signed AND
by Share
transfer certifi
or cate
to
be
issue
d to
new
