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#10133 - Board Meet General Meet Table - Business Law and Practice

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Outcome Proc. Docs BM1 GM/WR BM2/RE-CON BM1

Filing – If unanimous decision, must be recorded (MA15/TA100(b))

 Failure
Change of Registered Office (s87 Co’ Act 2006) Resolve to approve change of address from X to Y (MA 3 & TA 70 - general management powers)(Simple Majority MA 7, TA 88)

Internal: Mins of BD1 for 10 years from date of meeting at RO (s248). (MA15/TA100(b))

External: Send notice to registrar (Form AD01) (s87(1)). Change takes effect upon notice being registered by registrar, but until the end of the period of 14 days beginning with the date on which it is registered a person may validly serve any document on the company at the address previously registered (s87(2)).

1. Can be fined for not keeping BM mins (s248(4))

2. Can be fined for not maintaining proper records (s1134)
Change of accounting reference date ARD (s392) Resolve to change accounting period from - to - (MA 3 & TA 70 - general management powers)(Simple Majority MA 7, TA 88)

Internal: Mins of BD1 for 10 years from date of meeting at RO (s248) (MA15/TA100(b))

External: Send notice to registrar (Form AA01) stating whether current/ previous period will be shortened/ extended (s392(1)&(2))

1. Can be fined for not keeping BM minutes (s248(4))

2. Period may not be extended so as to exceed 18 months and notice stating this will be ineffective (s392(5))

3. Notice extending a Co’s ARD is NOT effective if another extension was made within previous 5 years (s.392(3))

Alteration of Articles (s21(1))

Effective when SR is passed

 Copy of draft Arts. Attach to WR if using.

Resolve to:

1. Approve the wording of the changing of the Articles (MA 3 & TA 70 - general management powers)

2. Call GM (s302) Call GM (s302) or circulate WR (s291) to change articles (Simple Majority MA 7, TA 88)

If no short notice Filing

1. Mins of BD1 (s248)

 1. SR to approve amendment to company's articles to include/ exclude - (s21(1)) (75% s283(1))

Resolve to do filing

Make it clear it is for no other purpose!

Internal: 1. Mins of BD1 & BD 2 for 10 years from date of meeting at RO (s248) (MA15/TA100(b)) 2. Mins of GM/WR for 10 years from date of meeting (s355) (TA100(b))

External: 1. Copy of Amended Articles not less than 15 days after amendment takes effect (s26(1)) 2. SR within 15 days of it being passed (s30(1)) 3. Form CC01 within 14 days if Articles are entrenched (s23)

1. Can be fined for not keeping BM mins (s248(4))

2. Can be fined for not keeping GM mins (s355(4))

3. Person guilty liable to a fine (s26(4)) and must sent relevant documentation. Failure to do so may result in criminal proceedings (s27).
Outcome Proc. Docs BM1 GM/WR BM2/RE-CON BM1 Filing Failure

Change of name by SR (ss77(1)(a) & 78)

Effective from date on new certificate of incorporation (s81(1))

 Check restrictions as to name (s54-67). Do, Google, Yellow Pages & full TM Search to check name is suitable.

Resolve to:

1. Approve the change of name. (MA 3 & TA 70) 2. Call GM (s302) or circulate WR (s291) to change name (MA 7, TA 88)

If no short notice –

Filing

Internal: 1. Mins of BD1 (s248)

 1. SR to approve the change name of co from X to Y- (s77(1)) (75% s283(1))

Resolve to do filing

Make it clear it is for no other purpose!

Internal: 1. Mins of BD1 & BD 2 for 10 years from date of meeting at RO (s248) (MA15/TA100(b)) 2. Mins of GM/WR for 10 years from date of meeting (s355) (TA100(b)) .

External: 1. Form NM01 & fee (currently 10) to Registrar (s79(1)) 2. Forward copy of SR to Registrar (s78).

Once Registrar satisfied that new name is compliant, will enter new name on register (s80(2)) and issue new certificate of incorporation (s80(3)).

1. Can be fined for not keeping BM mins (s248(4))

2. Can be fined for not keeping GM mins (s355(4))

Change of name by Articles (s77(1)(b) & 78)

Effective from date on new certificate of incorporation (s81(1))

 Check restri as to name (s54-67) Google, Yellow Pages & full TM Search to check its ok. Resolve to approve change name in accordance to the Articles (MA 3 & TA 70 - general management powers)(Simple Majority MA 7, TA 88)

Internal: Mins of BD1 for 10 years from date of meeting at RO (s248). (MA15/TA100(b))

External: 1. Form NM01 & fee (currently 10) to Registrar 2. Forward statement confirming that the change has been via Arts. (s79(2))

Once Registrar satisfied that new name is compliant, will enter new name on register (s80(2)) and issue new certificate of incorporation (s80(3)).

 1. Can be fined for not keeping BM mins (s248(4))
Appointment of Director by Board (normal method if D's are members) (MA 17 (1)(b)) (TA 79) Form indicating person's consent to becoming a D Resolve to appoint director (Simple Majority MA 7, TA 88) [If appointed under TA79, D holds office until next AGM where he will only remain a D if reappointed by an OR by SHs

Internal: 1. Update Reg. of Ds (s162(1)) 2. Update Reg of D’s Res Add (s165) [particulars of directors to be registered (s163)] 3. File and Keep Mins of BD1 and Copy of Service Contract for 10 years from date of meeting at RO (s248) (MA15/TA100(a)). 4. Update stationary (s82)

External: 1. Form APO1 within 14 days of that person becoming a director (s167(2)(b)) 2. Send statement signed by D indicating his consent to act as a D (s167(2)(b)) 3. Form CH01 (if change in D’s details) within 14 days (s167(1)(b))

1. Can be fined for not keeping BM mins (s248(4)) 2. Co/D can be fined for not updating Reg of D (s162(6)+(7)))/Reg of D’s Adds (s165(4)+(5))

3. Ds can be fined for not notifying CoHo of changes to Regs (s167(4)+(5))
Outcome Procedure Docs BM1 GM/WR BM2/RE-CON BM1 Filing Failure
Appointment of Director by Members (more appropriate if D's are different to Members) (MA17 (1)(a)) (TA 78) Form indicating person's consent to becoming a D

Resolve to call GM (s302) or circulate WR (s291) to appoint D

If no short notice - Filing

Internal: 1. Mins of BD1 (s248)

 1. OR to appoint D (MA17/TA78) (s282 = +50%) Resolve to appoint [name of D] to board.

Internal: 1. Mins of BD1 for 10 years from date of meeting at RO (s248) (MA15/TA100(a)). 2. Mins of GM/WR for 10 years from date of meeting (s355) 3. Update Reg of Ds (s162(1)) 4. Update Reg of Ds' Res. Add. (s165) [particulars of D’s to be registered (s163)] 5. Update stationary (s82) 6. Copy of D’s contract & kept at least 1 year (s228(1)(3))

External: 1. Form APO1 within 14 days of appointment (s167(2)(b)) 2. Send statement signed by D indicating his consent to act as a D (s167(2)(b)) 3. Form CH01 within 14 days (s167(1)(b))

1. Can be fined for not keeping BM mins (s248(4))

2. Can be fined for not keeping GM mins (s355(4))

3. Co/D can be fined for not updating Reg of D (s162(6)+(7)))/Reg of D’s Adds (s165(4)+(5))

4. Ds can be fined for not notifying CoHo of changes to Regs (s167(4)+(5))
Service Contract ("SC") to D of 2 years or less (MA 3 & MA 19)(TA84) 1. Appoint D to board [MA17(1)(b) / TA79)] or [MA 17(1)(a) / TA 78). 2. Grant of SC Copy of proposed Service Contract with Company

Resolve to:

1. approve terms of SC (MA 3 & TA 70) 2. Enter SC 3. Authorise 2 D to sign on behalf of Co (s43/44). INTEREST. (Simple Majority MA 7, TA 88)

 Internal: 1. Mins of BD1 & BD2 (s248/MA15) & GM (s355) for 10 years from date of meeting at RO (TA100(b) 2. Copy of D’s SC/memo of terms at RO [or SAIL (s1136)] for inspection by the members (s229). 3. Must be kept for inspection for 1 yr after contracts expire (s228(3))

1. Can be fined for not keeping BM mins (s248(4))

2. Fine if SC not available for inspection (s228(6)).

SC to D of 2 years or more (s188)

(Must’ve S’holder Approval)

If WR is used can be Reconvened BM.

 1. Appoint D to board [MA17(1)(b) / TA79)] or [MA 17(1)(a) / TA 78). 2. Grant of SC Draft SC AVAIL 15 DAYS BEFORE & AT GM (s188(5)(b)) If WR, send SC & WR together - no 15 days shit. (s188(5)(a) = WR)

Resolve to 1. Approve draft SC (MA 3 & TA 70 )

2. Call GM (s302) or circulate WR (s291) to approve SC. INTEREST. (Simple Majority MA 7, TA 88). If GM called Filing 1. Mins of BD1 (s248)

 1. OR to approve length of term of SC (s282 = +50%)

Resolve to:

1. Approve terms of SC

2. Authorise 2 D to sign on behalf of Co (s43/44).

3. Enter SC

 Internal: 1. Mins of BD1 & BD2 (s248) & GM/WR (s355) for 10 years from date of meeting at RO (TA100(b)) 2. Copy of D’s SC/memo of terms at RO [or SAIL (s1136)] for inspection by the members (s229). 3. Must be kept for inspection for 1 yr after contracts expire (s228(3))

1. Fine for not keeping BM mins (s248(4))/GM mins (s355(4))

2. Fine if SC not available for inspection (s228(6)).

3. If no SH approval – duration clause = void & SC deemed to contain term entitling Co to terminate at any time by reasonable notice (s189)
Outcome Proc. Docs BM1 GM/WR BM2/RE-CON BM1 Filing Failure
Appoint a new Secretary Resolve to appoint Secretary (TA99) (MA 3 & TA 70 - general management powers) (Simple Majority MA 7, TA 88) Internal: 1. Mins of BD1 for 10 years from date of meeting at RO (s248). (MA15 /TA100(a)) 2. Amend register of Secs (s275) External: Form APO3 with 14 days (s276(1)(a))

1. Can be fined for not keeping BM mins (s248(4))

2. Co/D can be fined for not updating/making available for inspection the Reg of Sec (s275(6)+(7)

3. D can be fined for not notifying CoHo of changes to Regs (s276(3)+(4))

Subtantial

Propeperty

Trans. (SPT)

s190-196

(Must’ve S’holder Approval)

 s190 -a) arrangement? [Contract between parties = arrangement (...
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