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#16629 - Company Procedure - Business Law and Practice

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TABLE OF CONTENTS
Resolution Type
Enter into routine contract 1 BR
Change registered address 2 BR
Change accounting reference date 3 BR
Change company name 4 SR
Change articles 7 SR
Appoint director 10 BR
Approve long-term service contract 11 OR
Approve loan to director 14 OR
Accept director’s resignation 17 BR
Remove director 18 OR
Enter into secured loan agreement 21 GM
Approve substantial property transaction 22 OR
Register share transfer 25 BR
Allot new shares (s550) 27 OR & SR
Allot new shares (s551) 31 OR & SR
Buyback of shares out of profits 35 OR
Buyback of shares out of capital 39 OR & SR
Reduce share capital 44 SR
Pay interim dividends 48 BR
Pay final dividends 49 OR
ENTER INTO ROUTINE CONTRACT
SUMMARY Directors can enter into most contracts under their general powers – MA 3, and will need to authorise someone to execute the contract on the company’s behalf.
BOARD MEETING

Notice

MA 9(1): Any director can call a board meetingby:

  1. giving reasonable notice– Re Homer

  2. to all directors –MA 9(3)

  3. in writing or otherwise –MA 9(3)

  4. with the date, time and place of the meetingand the means of communication –MA 9(2)

Declaration of interests

s177: Directors must declare any interests in proposed transactionsunless:

  1. the interest cannot reasonably be regarded as likely to give rise to a conflict of interest;

  2. the other directors are already aware of the nature and extent of the interest; or

  3. the interest concerns the director’s service contract – s177(6)

Quorum

  • MA 11(2): The minimum quorum is 2 directors.

  • MA 14(1): Directors who have declared an interest cannot voteand do not count towards the quorum. This restriction can be disapplied byOR– MA 14(3)(a).

Voting

  • MA 7(1): Each director has one vote and decisions are by simple majority.

  • MA 13(1): The Chairman has the deciding vote.

Resolutions

The board will resolve to:

  1. Approve and enter into the contract; and

  2. Authorise execution.
ADMIN

Keep records

  • MA 15, s248(2): minutes of board meetings for 10 years
CHANGE REGISTERED ADDRESS
SUMMARY Directors can change the registered address under their general powers – MA 3, by giving notice to the registrar– s87(1),usingAD01. The change takes effect on notice, but the old address remains valid for service for 14 days– s87(2).
BOARD MEETING

Notice

MA 9(1): Any director can call a board meetingby:

  1. giving reasonable notice– Re Homer

  2. to all directors –MA 9(3)

  3. in writing or otherwise –MA 9(3)

  4. with the date, time and place of the meetingand the means of communication –MA 9(2)

Declaration of interests

s177: Directors must declare any interests in proposed transactionsunless:

  1. the interest cannot reasonably be regarded as likely to give rise to a conflict of interest;

  2. the other directors are already aware of the nature and extent of the interest; or

  3. the interest concerns the director’s service contract – s177(6)

Quorum

  • MA 11(2): The minimum quorum is 2 directors.

  • MA 14(1): Directors who have declared an interest cannot voteand do not count towards the quorum. This restriction can be disapplied byOR– MA 14(3)(a).

Voting

  • MA 7(1): Each director has one vote and decisions are by simple majority.

  • MA 13(1): The Chairman has the deciding vote.

Resolutions

The board will resolve to:

  1. Change the registered address.
ADMIN

File with Companies House

  • s87(1): AD01 Change of registered office

Keep records

  • MA 15, s248(2): minutes of board meetings for 10 years
CHANGE ACCOUNTING REFERENCE DATE
SUMMARY Directors can change the accounting reference date under their general powers – MA 3, by giving notice to the registrar– s392(1),usingAA01.
BOARD MEETING

Notice

MA 9(1): Any director can call a board meetingby:

  1. giving reasonable notice– Re Homer

  2. to all directors –MA 9(3)

  3. in writing or otherwise –MA 9(3)

  4. with the date, time and place of the meetingand the means of communication –MA 9(2)

Declaration of interests

s177: Directors must declare any interests in proposed transactionsunless:

  1. the interest cannot reasonably be regarded as likely to give rise to a conflict of interest;

  2. the other directors are already aware of the nature and extent of the interest; or

  3. the interest concerns the director’s service contract – s177(6)

Quorum

  • MA 11(2): The minimum quorum is 2 directors.

  • MA 14(1): Directors who have declared an interest cannot voteand do not count towards the quorum. This restriction can be disapplied byOR– MA 14(3)(a).

Voting

  • MA 7(1): Each director has one vote and decisions are by simple majority.

  • MA 13(1): The Chairman has the deciding vote.

Resolutions

The board will resolve to:

  1. Change the accounting reference date.
ADMIN

File with Companies House

  • s392(1): AA01 Change of accounting reference date

Keep records

  • MA 15, s248(2): minutes of board meetings for 10 years
CHANGE COMPANY NAME
SUMMARY A company may change its name bySR– s77. It must give notice to the registrar –s78(1)usingNM01and submit a copy of theSR –ss29-30. The change of name is not effective until the registrar issues a new certificate of incorporation –s81. Either a general meeting or written resolution will be needed.
BOARD MEETING

Notice

MA 9(1): Any director can call a board meetingby:

  1. giving reasonable notice– Re Homer

  2. to all directors –MA 9(3)

  3. in writing or otherwise –MA 9(3)

  4. with the date, time and place of the meetingand the means of communication –MA 9(2)

Declaration of interests

s177: Directors must declare any interests in proposed transactionsunless:

  1. the interest cannot reasonably be regarded as likely to give rise to a conflict of interest;

  2. the other directors are already aware of the nature and extent of the interest; or

  3. the interest concerns the director’s service contract – s177(6)

Quorum

  • MA 11(2): The minimum quorum is 2 directors.

  • MA 14(1): Directors who have declared an interest cannot voteand do not count towards the quorum. This restriction can be disapplied byOR– MA 14(3)(a).

Voting

  • MA 7(1): Each director has one vote and decisions are by simple majority.

  • MA 13(1): The Chairman has the deciding vote.

Resolutions

The board will resolve to:

  1. Approve the proposed name;

  2. Approve form of notice for GM; and

  3. Call a GM (directors have authority unders302).

or

  1. Approve form of WR; and

  1. Circulate the WR (directors have authority unders288(3)(a)).

GENERAL MEETING

A GM may be called
by the directors– s302, members– ss303-5,
or by the court– s306.

Notice

  • Notice must be given to the company’s:

    1. Members and directors – s310(1)

    2. Auditors – s502(2)

  • and must

    1. Specify the time, date, place and general nature of the business– s311

    1. Include a statement of the right to appoint a proxy– s325(1)

    2. Include the full text of anySR– s283(6)(a)

  • Notice must be given at least 14 clear (by s360) days before the GM –s307(1). If notice is served by post or electronically, the notice period must include an additional 48 hours for deemed service –s1147.

Short Notice

The meeting may be held on short notices307(4-6)if

  1. A majority of members agree;

  2. Those agreeing own at least90% of the nominal value of shares; and

  3. There are no specific notice period requirements that would preclude short notice.

Quorum

The quorum is 2– s318(2), unless there is only 1 member–s318(1).

Voting

  • The default method of voting is by a show of hands –MA 42.

  • A poll vote can be demanded by:

    • The Chairman– MA 44(2)(a)

    • The directors– MA 44(2)(b)

    • 2 or more voting members– MA 44(2)(c)(default ins321(2)(a)is 5 or more members)

    • Members representing at least 10% of voting rights –s321(2)(b)

    • Members representing at least 10% of paid up share capital– s321(2)(c)

  • ASRis passed by at least 75% of the vote– s283.

Resolutions

The members will need to pass the following resolution(s):

1. SRto change the company’s name– s77
OR
WRITTEN RESOLUTION

Circulation

TheWRmust be circulated to all eligible memberss291(2). Eligible members are those who would have been entitled to vote on the date of circulations289(1).

Contents

In addition to the resolutions, the written resolution should contain:

  1. For eachSR, a statement that the resolution is aSR– s283(3);

  2. A statement explaining how to signify agreement – s291(4)(a); and

  3. The date on which the resolution lapsess291(4)(b). By default, this is 28 days including the date of circulations297(1).

Voting

Each eligible member has one vote for each share they own –s284(1)(a). The resolution is passed when the requisite majority of votes from all eligible members have been received: for aSRat least 75% –s283(2).

Resolutions

The members will need to pass the following resolution(s):

  1. SR to change the company’s name – s77
BOARD MEETING Although a second board meeting is not required to complete a change of company name, one will usually be held so that the Chairman can note the passage of the resolution(s) and direct the completion of any administration.
ADMIN

File with Companies House

  • ss29-30: a copy of anySRwithin 15 days

  • s78: NM01Change of company name bySR

Keep records

  • MA 15, s248(2): minutes of board meetings for 10 years

  • s355(1)(b): minutes of general meetings for 10 years

  • s355(1)(a): copies of written resolutions for 10 years

Other actions

  • s82: update the company’s name

    • at its registered office

    • at other places of business

    • on business letters, order forms and websites

    • on other communications
CHANGE ARTICLES
SUMMARY A company may amend...
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