#10120 - Post Decision Requirements - Business Law and Practice

POST-DECISION REQUIREMENTS

Filing

The CA 2006 requires the filing of one or more of a form, a shareholders’ resolution and a related document, depending on the particular decision taken. Note that a company will file only what the law requires it to file.

Resolutions

Under ss 29 and 30 of the CA 2006, copies of all special resolutions, and equivalent written resolutions and decisions taken by unanimous consent, must be sent to the Registrar of Companies at Companies House. This must be done within 15 days of their being made (s 30(1)) otherwise an offence is committed by the company and every officer in default (s 30(2)).

In addition, the CA 2006 may require copies of other resolutions to be sent to Companies House. For example, an ordinary resolution passed by the shareholders to give the directors authority to allot new shares (s 551(9) and an ordinary resolution passed by the shareholders to allow the company to send information by publication on a website (Sch 5, para 10). Usually, though, copies of ordinary resolutions are not sent to the Registrar.

By s 355(1) of the CA 2006, a company must keep records of all resolutions passed otherwise than at a GM (eg, written resolutions) and any details provided by a sole member in accordance with s 357 of the Act. These records must be kept for a minimum of 10 years (s 355(2)) at the company’s registered office or SAIL (s 358(1)), otherwise an offence is committed by every officer in default (s 355(3)).

Forms

Form AA01: a change of accounting reference date (s 392)

Form AD01: a change of registered office (s 87)

Form AD02: notification of SAIL within 14 days (see 8.11.4 below) (s 358)

Form AP01: appointment of an individual director within 14 days of appointment (s 167)

Form AP02: appointment of a corporate director within 14 days of appointment (s 167)

Form AP03: appointment of an individual company secretary within 14 days of appointment (s 276)

Form AP04: appointment of a corporate company secretary within 14 days of appointment (s 276)

Form CH01: change of an individual director’s details within 14 days of change (s 167)

Form CH02: change of a corporate director’s details within 14 days of change (s 167)

Form CH03: change of an individual company secretary’s details within 14 days of change (s 276)

Form CH04: change of a corporate company secretary’s details within 14 days of change (s 276)

Form MG01: particulars of a mortgage or charge within 21 days of creation (s 860)

Form MG02: satisfaction of a mortgage or charge (s 872)

Form NM01: a change of company name by special resolution (s 78)

Form NM04: a change of company name by the articles (s 79)

Form SH01: return of allotment of shares within one month of allotment (s 555)

Form SH03: return of purchase of own shares within 28 days of purchase (s 707)

Form SH19: reduction of share capital within 15 days of resolution (s 644)

Form TM01: termination of appointment of a director within 14 days of termination (s 167)

Form TM02: termination of appointment of a secretary within 14 days of termination (s 276)

Where no deadline is set by the CA 2006 for submission, the form should be submitted as soon as possible as the change may not take effect until this has been done. A fee is payable when submitting certain forms, including Forms MG01 (13), NM01 (10) and NM04 (10) above.

Documents

On occasion, following a decision taken by the shareholders or directors, the CA 2006 requires a document to be filed at Companies House (usually with an accompanying resolution) and/or retained at the company’s registered office or SAIL for inspection. For example, if a special resolution to amend the company’s articles is passed by the shareholders under s 21 of the CA 2006, a copy of the amended articles must be filed at Companies House not later than 15 days after the special resolution is passed (s 26(1)), along with the special resolution.

In other cases certain documents must be kept and made available for inspection by shareholders and sometimes others, including a director’s service contract (or written memorandum of its terms) under s 228 of the CA 2006 for at least one year after the end of the contract (ss 228(3) and 229(1)). A contract to buy back the company’s shares must be kept for at least 10 years and made available for inspection (s 702). A company must also keep available for inspection a copy of any charge over the company’s property (s 877).

A number of the provisions of the CA 2006 require shareholder approval of contracts.

Although obtaining this consent is essential, the contract will not be entered into by the shareholders. Once permission has been given by the shareholders, it still remains for the directors to approve the entry of the contract and authorise its execution. In these cases the contract will thus need to be signed after the shareholders’ meeting. Examples include an SPT, a director’s service contract and a contract for the buyback of shares.

Lastly, whenever there is a transaction involving shares in the company, consideration must be given to the share certificate which documents ownership of the company. If shares are sold or given away, or there is a transmission of shares, a new share certificate must be issued to the new shareholder and the previous owner’s share certificate must be destroyed. If a company allots new shares to existing or new shareholders, it must issue new share certificates for the new shares; and if a company buys back its own shares then the share certificates of the previous owners must be destroyed and new ones issued if they retain any shares in the company.

Registers

We have seen that a company is obliged by the CA 2006 to maintain certain registers in respect of its activities. There are others which we will also come across later in this chapter and Part II. These registers must be updated following changes to the information in them in light of the decisions made by the board and the shareholders. A failure to do so will result in an offence being committed.

The main registers are the register of members, the register of directors, the register of directors’ residential addresses, the register of secretaries and the register of charges. It is important to note that one decision may result in a change to more than one of the registers. For example, a change of company name under s 78 of the CA 2006 will result in the name having to be changed in all of the company’s registers. A resolution to change the place of storage and inspection of certain records from the company’s registered office to a SAIL will result in all the...