#13621 - Company Decision Making - Business Law and Practice

Issue	Resolution	CA 2006/Model Articles/Table A	Administration MA15 Keep records of resolutions for 10 years. TA 100 s248 Board Minutes, s355 General Minutes.
A Contract	Board Resolution	Model Articles 3 TA 70
Change of Registered Office	Board Resolution	s87 CA 2006 may change registered office by giving notice to Companies House	Notice to Companies Registrar Effective on registration May still receive post at old address for 14 days Form AD01 Companies (Trading Disclosures) Regulations 2008 Reg 3: Must display registered name at new office Reg 6 & 7: Must update business letter, order forms and website Reg 9: Must disclose new address to anyone who requests it
Change of Accounting Date	Board Resolution	s392 CA 2006 may amend its current and subsequent period or previous (one immediately before this) and subsequent s392(3) Can not change if within 5 years of last change Model Articles 15	Notice to Companies Registrar Shortening or extending? s392(2) (Max. 18 months) Inform company accountants of new accounting date Form AA01
Appointment of a Director	Board Resolution or Ordinary Resolution	s157 must be 16+ s162 CA 2006 must keep register of directors Model Articles 17 TA 84 for executive director	Update the Companies own register Notice to Companies Registrar within 14 days or appointment not valid (s167 CA 2006) Directors appoint, shareholder approve s163, s165 (address) update register of directors Form AP01
< 2 Year Service Contract	Board Resolution	s188 Fixed Term less than 2 years Model Articles 19	Must keep a copy of the contract at the Registered Office (or a note if no contract) Including 1 year after contract ends (s228)
> 2 year Service Contract	Ordinary Resolution	s188 Fixed Term exceeds 2 years s189 If breach, guaranteed term void, contract voidable on reasonable notice s227-s230 Members can see all contracts	Must circulate memorandum of terms with draft resolution OR available 15 days before meeting at registered office with copy at the meeting (s188(5)) If wholly owned subsidiary then no need to pass resolution in holding company Must keep a copy of the contract at the Registered Office (or a note if no contract) Including 1 year after contract ends (s228)
Substantial Property Transaction	Ordinary Resolution	s190 Director or connect person acquires/sells non-cash asset from/to company s191 more than 10% of company asset value OR more than 100,000 s1163 CA 2006 ‘non-cash asset’	Voidable if not approved (s195(2)) Director(s) Liable (s195(3)) ‘Connected person’ Rule applies s190(1) s252 If wholly owned subsidiary then no need to pass resolution in holding company (exception s190(2) if director is also director of holding company) Board agree, call GM for members to approve, sent back to Board to carry out
Loans to Directors, Guarantees and Security (unincorporated) see also Insolvency notes on corporate charges	Ordinary Resolution	s197 no loan to director, holding company, cannot give/provide security/guarantee without approval s204 50,000 to fund company business s207 10,000 loan on aggregate s197(3) if no memorandum then no valid resolution s197(4) Memorandum setting out: nature of transaction amount and purpose of loan extent of company liability 14(4)(a) MA Director can vote despite interest	Must circulate in writing with draft resolution OR available 15 days before meeting at registered office with copy at the meeting (s197(3)) Voidable if not approved (s213 (2)) Directors Liable (s213(3)) Can demand immediate repayment If wholly owned subsidiary then no need to pass resolution in holding company (exception s197(2) if director is also director of holding company) Board agree, call GM for members to approve, sent back to Board to carry out Form MR01 to Companies House within 21 days or charge void s859H(3) also must send a certified copy of the charging document s859I
Loans to Directors (PLC or company associated with a PLC)	Ordinary Resolution	s198 Quasi-loans s199 Definition s201 Credit Transactions (hire purchase or conditional sale) s204 50,000 to fund company business s207 10,000 loan on aggregate	‘Connected person’ Rule applies (s200 CA 2006) (s252) Must circulate in writing with draft resolution OR available 15 days before meeting at registered office with copy at the meeting (s197(3)) Voidable if not approved (s213 (2)) Directors Liable (s213(3)) Can demand immediate repayment If wholly owned subsidiary then no need to pass resolution in holding company (exception s197(2) if director is also director of holding company) Board agree, call GM for members to approve, sent back to Board to carry out
Compensation for loss of office	Ordinary Resolution	s217: No payment to director or director of holding company for loss of office s220: Approval not required for payment made in good faith (damages/wages) s221: Okay if less then 200 s222(1): If breach the recipient holds payment on trust s218-s219 no payment on transfer/takeover	Must circulate in writing with draft resolution OR available 15 days before meeting at registered office with copy at the meeting (s217(3)) Directors Liable (s222(1)(b)) If wholly owned subsidiary then no need to pass resolution in holding company Board agree, call GM for members to approve, sent back to Board to carry out s162, s165 update register of directors Form TM01 Notify registrar within 14 days (s167(1)(a))
Change of company name	Special Resolution s78 CA 2006	Company and Business Names (Miscellaneous Provision) Regulations 2009 s77 CA 2006 s78 CA 2006 Trading or business name does NOT require resolution of members	Must change all company order forms, website and company sign at registered office. Inform registrar and send a copy of the resolution Form NM01 and 8 or 10 Registrar will issue new Certificate of Incorporation Must send the special resolution to Companies Registrar within 15 days s30 CA 2006
Change of Articles	Special Resolution	s21 CA 2006	Must send the special resolution to Companies Registrar within 15 days ss 29 & 30 CA 2006 Send amended articles as well (15 days), change takes place on receipt. s26 CA 2006
Allotment of Shares Authority Shares Pre-emption a) Remove altogether b) Suspend c) Change articles d) Waive	Board Resolution if in post 2006 Articles and 1 class of shares (s550) More than 1 class need OR to grant (s551) No power if pre 2006, ordinary resolution to amend Articles. Transitional Provisions Order.	s549 Generally Directors have no power unless under s550 or s551 If restricted power in Articles then remove it by special resolution or pass an ordinary resolution under s551 to grant authority s558 CA 2006 When a person acquires unconditional right to be included in the register of members s28(1) pre 2006 Table B regulation on set share limit (unrestricted post 2006) s560-577 Pre-emption Rights. 14 days and offered at the same price Can disapply by special resolution s569 and s571 Not issued at discount MA21	Must send the special resolution to Companies Registrar within 15 days s30 CA 2006 (if relevant) Send amended articles as well (15 days), change takes place on receipt. s26 CA 2006 (if relevant) Update the list of members (s113) within 2 months (s554) OR under Transitional Provision Order to Companies House within 1 month to remove authorised share capital Form SH01 within 1 month (s555) Issue new share certificates. MA24 Can remove any authorisation granted or changes Articles by ORDINARY resolution. Only exception to change of Articles not requiring special resolution.
Transfer of Shares	Board Resolution If Board refuse to register then possible Ordinary Resolution	s544 Articles may restrict s770 Articles may set a form of transfer Sch 1 Stock Transfer Act 1963 Stock Transfer Form s771 Directors can refuse to register (notify of reasons within 2 months) MA26 Absolute discretion to refuse Pre-emption applies! Articles not CA MA 26/TA 24 Directors absolute power to refuse Pre-emption right APPLY	Transfer Notice for pre-emption and then release Stock Transfer Form Set out type of share, number and nominal value and consideration paid. Give with share certificates. Signed by Transferor not Transferee Stamp Duty: 0.5% if over 1000 (round to nearest 5) Send transfer form to HMRC within 30 days. On receipt from HMRC present for registration. Transferor liable to Capital Gains (reliefs available) Company sends new share certificate s776 to transferee with name within 2 months and ensure name is entered on register of members s113, Change of membership of company is notified to Registrar of Companies on annual return AR01
Buy-back out of profit or fresh issue of shares	Ordinary Resolution s694(2)	s692(2) Can buy back own shares from shareholders from distributable profits or proceeds of fresh issue s690(1) must not be prohibited in Articles s691(1) Must be fully paid up s691(2) Must fully pay for shares on buy-back Do not include shareholder selling in the quorum for the vote s695(3) [s695(2) Written Resolution] Shares will be cancelled	Must circulate in writing with draft resolution OR available 15 days before meeting at registered office with copy at the meeting (s696(2)) Pass resolution at BM2 to sign the contract Pay for the shares Send form SH03 (Return of purchase of own shares) and Form SH06 (Notice of Cancellation of Shares) to Companies House within 28 days. (s707, s708) Copy of contract available for inspection for 10 years at registered office. Amend register of members
Buy-back using share capital...

#13621 - Company Decision Making - Business Law and Practice

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