Business Law & Practice - Procedure Plans

PROCEDURE PLANS

Notice Who can call the meeting and what are the notice requirements?
Quoru How many people need to be present at the meeting in order for it to be validly constituted?
m
Agenda What matters will be discussed and voted on?
Voting Who can vote? How will voting take place and how will votes be counted?
NQAV
GENERAL PROCEDURE PLAN SKELETON

BM (1)
 Notice: Any director can call a BM – MA9
o On “reasonable notice” reasonable according to what is usual for the company – Browne v
La Trinidad
 Quorum is any 2 directors – MA11(2)
 Director may need to disclose interest – s.177(1)
 Agenda – the following need board resolutions:
o Appoint new directors – MA17(1)(b)
o Appoint a chair – MA12(1)
o Authorise someone to act as corporate representative at shareholder meetings – s.323
o Change the registered office – s.87
o Change the Accounting Reference Date (ARD) – s.392
o Appoint the auditors – s.485
o Approve the transfer of shares from old to new members – ss.112, 113, 544, 770 & MA26
o Approve notice of a GM and any draft resolutions (and any consent to short notice)
 Call GM on 14 clear days’ notice – ss.307 & 306 unless “special notice” of 28 days is
required – s.312
 Notice of a GM should contain:
 Exact wording of the special or ordinary resolution – s.283(6)
 Time, date and place of meeting – s.311(1)
 Proxy notice – s.325(1)
 Voting is unanimous of by a simple majority on a show of hands – MAs 7&8
 Close board meeting – if cannot use short notice procedure

GM
 Notice period is 14 clear days – s.307 & s.360(2)
o The written resolution procedure is a possibility – ss.289-291, 296, 297 & 300
 The WR should be circulated to all eligible members immediately
 Abstentions count as votes against the resolution
 Votes in favour of the resolution may not be revoked
 The resolution will lapse if the necessary threshold of votes in favour is not met by a
set date
 All votes on WR are on a poll
o The short notice procedure reduces the standard notice period to the time it takes to gather
the required consents
 At least 90% of eligible shareholders must agree to the short notice procedure being
used – s.307(4)-(6)
 Quorum is 1 qualifying person for a single member company – s.318(1). Otherwise the quorum is 2
qualifying persons – s.318(2) or as many as specified in the company’s articles
o A “qualifying person” is a shareholder, an authorised representative under s.323 or a proxy
of either s.318(3)

,  Agenda – the following require shareholder approval:
o Change name of company – SR – s.77(1)
o Change of AoA – SR – s.21
o Remove a director – OR – s.168
o Security/guarantee/loan/SPTs with a director/connected person – OR – ss.190, 917, 200
o Directors’ long-term service contracts – OR – s.188
o Approval of contract to buy own shares – OR – s.696
 Voting – check the AoA for requirements
o Unless the Articles specify otherwise – voting is on a show of hands or on a poll vote if one is
demanded – MA42
o OR is passed by simple majority – s.282(1)
o SR is passed by 75% - s.283(1)
 Close GM

BM (2)
 Convene BM as above – same NQV
 Check if the directors can count as quorum under MA14(1)
 Agenda:
o Chairman reports what resolutions were passed at the GM
o Any necessary action is taken e.g. entering a transaction that has just been approved by the
shareholders
o Secretary instructed to file documents set out under PMM
 Close BM

PMM
File the following forms – if relevant at Companies House

AP01 For appointing directors s.167 Within 14 days
AP03 For appointing secretaries s.270 Within 14 days
TM01 Termination of appointment of directors s.167 Within 14 days
TM02 Termination of appointment of secretary s.276 Within 14 days
AD01 Change of address of registered office s.87
AD02 Nominating a single alternative inspection location
AD03 Change of single alternative inspection location
AA01 Change of ARD s.392
NM01 Change of name s.78 Within 15 days
Copy of any special resolutions ss.29(1)(a) & 30(1) Within 15 days
Registered the transfer of shares received on a STF ss.544, 770, 711
Remember to pay any fees due to Companies House when making a filing.

Update the following internal records:
 Register of Directors – s.162
 Register of secretaries – s.275
 Register of members – ss.112, 113, 123
 PSC register – s.790E
 Draw up the minutes of the BMs and GM and enter them into the company’s minute books, where
they must be kept for at least 10 years – ss.248 & 355
 Keep a copy of all meetings and resolutions s.355, even if a sole member company – s.357

, SUGGESTED PROCEDURE PLAN FOR ALTERING AOA

BM(1)
 Same NQAV as above
 Board must agree to call a GM using their powers in s.302 – they should approve notice of the GM
o Notice of the GM should contain:
 Time, date and place of meeting
 Proxy notice
 Exact wording of the SR changing the company’s articles – s.283(6)

GM
 Notice:
o 14 clear days – ss.307 & 360 but if there is insufficient time:
 WR procedure is a possibility
 Short notice procedure reduces notice time to the time it takes to acquire necessary
consent s.307(4)-(6)
 Must be agreed to by a majority in number of the members
 Need at least 90% of shareholders to agree
 Quorum:
o 2 s.318(2) unless single member company, then 1 s.318(1)
 Agenda:
o The shareholders must pass a SR to approve the amendment of the articles s.21(1)
 Voting:
o SR requires more than 75% of votes in favour s.283
 On a show of hands, unless a poll vote is demanded – MA42
BM (2)
 Same NQAV as above

PMM
 Company must send the registrar a copy of the amended articles within 15 days – s.26(1)
 They must also send a copy of a SR to CH within 15 days – ss.29&30
 Draw up minutes of BMs and GM, and enter them into the company’s minute books where they
must be kept for at least 10 years – ss.248 & 355
 Keep a copy of all meetings and resolutions s.355