SQE 2 Drafting > BLP > Flashcards

BLP Flashcards

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1
Q

How do you structure general meeting minutes?

A
  1. Present and in attendance
  2. Appointing Chairperson
  3. Notice and quorum
  4. Special resolutions
  5. Ordinary resolutions
  6. Other business
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2
Q

How do you word the Notice and Quorum paragraph in general meeting minutes?

A

It was noted that a quorum was present and the meeting would accordingly proceed to business.

There was produced to the meeting a notice (“Notice”) convening the meeting and, with the consent of the member present, the Notice was taken as read.

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3
Q

How do you word a Special Resolution for general meeting minutes?

A

The resolution[s] set out in the Notice [was/were] duly proposed and voted upon and the Chairperson declared that the resolution[s] in the Notice had been passed on a [show of hands/poll] as [a] special resolution[s].

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4
Q

How do you word an Ordinary Resolution for general meeting minutes?

A

The resolution[s] set out in the Notice [was/were] duly proposed and voted upon and the Chairperson declared that the resolution in the Notice had been passed on a [show of hands/poll] as [an] ordinary resolution[s].

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5
Q

How do you word the Other Business paragraph in general meeting minutes?

A

There being no further business, the Chairperson declared the meeting closed at [am/pm].

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6
Q

How do you appoint a director in Board Minutes?

A

IT WAS RESOLVED that [ ], having consented to act, be and [is/are] hereby appointed to act as director[s] of the Company with immediate effect.

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7
Q

How do you accept the resignation of a direct/company secretary in Board Minutes?

A

There [was/were] produced to the meeting [a] letter[s] of resignation as directors signed by [ ], [and as Company Secretary signed by [ ]], to take effect immediately and IT WAS RESOLVED to accept the same.

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8
Q

How do you call a GM in Board Minutes?

A

There was produced to the meeting a notice convening a general meeting of the Company, proposing the following resolution[ ] (the ‘Notice’):

Ordinary/Special resolution[s]
THAT [ ].

IT WAS RESOLVED that the Notice be and is hereby approved and that a copy of the Notice be delivered to the shareholder[s] and the Company’s directors forthwith.

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9
Q

How do you recognise that a director with a conflict of interest did not vote, and there was still a quorum?

A

It was noted that a director who had declared an interest under section 177 Companies Act 2006 was not permitted under the Company’s Articles of Association to be counted as participating in the decision-making process on such issue for quorum and voting purposes. The Chair noted that, taking this into account, there was a quorum present for each matter to be considered at the meeting.

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10
Q

How do you adjourn to let the shareholders pass a written resolution?

A

The meeting was adjourned so that the members could approve the Written Resolution.

The meeting was reconvened when the Chair reported that the Written Resolution had been approved the required majority of the members.

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11
Q

What resolutions are required to convert a shelf company?

A
  1. Appoint Directors (board resolution)
  2. Accept existing director’s resignation (board resolution)
  3. Elect new chair (board resolution)
  4. Accept existing secretary’s resignation (board resolution)
  5. Appoint company secretary (board resolution)
  6. Approve transfer of shares (board resolution)
  7. Change company name (special resolution)
  8. Change of Articles of Association if needed (special resolution)
  9. Change registered Address (board resolution)
  10. Change Registered Email Adress (board resolution)
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12
Q

What form must be filed with Companies House if minutes appoint/remove a director?

A

AP01 for appointment

TM01 for removal/resignation

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13
Q

What form must be filed with Companies House if minutes appoint/remove a company secretary?

A

AP03 for appointment

TM03 for removal/resignation

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14
Q

What form must be filed with Companies House if minutes approve a share transfer creating/removing a PSC?

A

PSC02 for a new person with significant control

PSC07 for the ceasing of a person with significant control

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15
Q

What type of board/shareholder resolutions must be registered at companies house?

A

Special Resolutions only

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16
Q

What form must be filed with Companies House if minutes approve a name change?

A

NM01

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17
Q

What form must be filed with Companies House if minutes approve an address change

A

AD01

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18
Q

Which internal PMM must occur after any BM or GM?

A

Secretary must be authorised to store written-up minutes of any meetings (BM and GM) for 10 years.

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19
Q

Which internal company registers must be kept up to date?

A
  1. register of members,
  2. register of directors,
  3. register of company secretary,
  4. register of PSC.
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20
Q

What must the company secretary be authorised to do if the minutes approve a share transfer?

A

The company secretary must issue a new share certificate to the new shareholders, and cancel any outdates share certificates.

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21
Q

What is the layout of board minutes?

A
  1. Present and in attendance
  2. Notice and quorum
  3. Background
  4. Substantive business
  5. Adjournment?
  6. Further business?
  7. Post-meeting matters
  8. Close
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22
Q

What is the difference between being present or in attendance for board minutes?

A

People are present at a board meeting if they can vote; they are in attendance if they can’t vote.

You can be present for some resolutions and in attendance for others.

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23
Q

What is the overall structure of a commercial contract?

A
  1. Front cover
  2. Commencement, date and parties
  3. Recitals (not essential but desirable)
  4. Definitions and interpretation
  5. Operative provisions:
  6. Boilerplate clauses (standard clauses inserted into all agreements, but which may be very important and may be subject to negotiation)
  7. Schedules
  8. Testimonium and Execution clauses
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24
Q

What are the three types of operative provisions in a commercial contract?

A

Obligations of the parties

Options or rights in favour of one of the parties

Warranties and indemnities (if numerous, in a Schedule)

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25
What should be included on the front cover of a commercial contract?
1. A description of the document (I.e. SUPPLY AGREEMENT), 2. The date on which the document was/will be signed (e.g. 22 July 2025), 3. The names of the parties, 4. The drafting firm’s name and address (generally at the foot of the front sheet).
26
What is the Commencement provision in a commercial contract, and how is it worded?
This opens the contract. E.g. For Contracts: ‘This Agreement’ E.g. For Deeds: ‘This Deed of Conveyance’
27
Where should documents be dated?
All agreements should be dated again after the commencement. A space should be left for the insertion of the date when the document is completed. The date of a document is generally the date on which the last party to sign the document signed it.
28
What clause follows from the commencement and date?
The full name and address of each party is given, including postcode. Where the party is a company, the company's current registered name and number should be given together with the address of its registered office. This ensures the parties can be identified. Parties are defined by their role in the transaction (E.g. Buyer and Seller), which they will then be referred to by for the rest of the contract.
29
What are Recitals in a commercial contract?
Recitals clause is not essential, and have no legally binding effect. Recitals are used to set out a brief background or history to the agreement. They can also be used to refer to earlier agreements in the case of a supplemental agreement. They can be used as a tool for courts to interpret the operative contractual clauses.
30
How should the Recitals provision be drafted in a commercial contract?
As a matter of style, recitals are generally introduced by the word ‘WHEREAS’. They are not usually given a main clause number.
31
What is the Definitions provision in a commercial contract?
All defined terms used in the contract are set out in an alphabetical list at the start of the contract. All defined terms should start with a capital letter.
32
What is the purpose of the Operative Provisions of a commercial contract?
These are the legally binding clauses of the contract, which can give parties rights and obligations over each other.
33
What are boilerplate clauses in a commercial contract?
Boilerplate clauses are standard provisions usually found at the end of commercial contracts. They govern/support how the operative provisions of the contract operate and shape the parties’ rights and obligations.
34
What are the three key boilerplate clauses?
1. Governing law and jurisdiction; 2. Force majeure; 3. Termination.
35
When are Schedules used in commercial contracts?
Schedules can be used to provide more detailed /extensive definitions (e.g. price lists where a range of products are going to be supplied under the same supply agreement).
36
How do you word an execution clause for a director signing on behalf of a company?
Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF COMPANY]
37
Why should a partnership agreement state a commencement date?
To clarify when the partners’ rights and obligations under the partnership agreement (rather than the default rules in the Partnership Act) begin.
38
What happens if a fixed-term partnership continues after the term expires without a new agreement?
The partners are presumed to continue on the same terms as before (s27 PA 1890).
39
What business details should a partnership agreement include?
The place of business and nature of the business.
40
How is partnership property generally owned?
Each partner owns a share in each piece of partnership property.
41
What determines whether an asset is partnership property?
The intention of the partners at the time the asset is acquired. Property brought into or acquired for the partnership in the course of business is partnership property.
42
What does s21 PA 1890 say about property bought with partnership money?
It is presumed to be partnership property unless a contrary intention is shown.
43
What is the default rule for sharing profits and losses?
Partners share equally in capital and profits and contribute equally to losses – s24(1), even if they contributed unequally to the partnership capital.
44
What should a partnership agreement specify regarding drawings?
How much each partner can withdraw in a given period.
45
Are partners entitled to a salary/of drawings under the Partnership Act?
No – partners are not entitled to a salary without agreement (s24(6)).
46
What is commonly required in partnership agreements regarding work?
Partners must devote all their time and attention to the business.
47
How are most partnership decisions made?
By majority decision.
48
What decisions require unanimity?
1. Changing the nature of the business – s24(8) 2. Introducing a new partner – s24(7) 3. Varying partners’ rights and duties – s19
49
Can a partner be expelled by majority vote?
No, unless there is a prior express agreement allowing majority expulsion – s25.
50
Why are expulsion clauses important?
Without them, removing a partner usually requires dissolving the partnership.
51
What is the default effect of a partner leaving?
The partnership is dissolved – s26.
52
What is a “technical dissolution”?
When the remaining partners form a new partnership and continue the business.
53
How can dissolution be avoided when a partner leaves?
The partnership agreement can state the partnership continues between remaining partners.
54
What happens if a partner competes with the partnership without consent?
They must account to the firm for any profits made – s30.
55
What types of clauses restrict outgoing partners?
1. Non-compete clauses 2. Non-solicit clauses 3. Non-dealing clauses
56
When are restraint of trade clauses enforceable?
When reasonable in duration, geography, and scope and protect a legitimate business interest.
57
What happens to assets after all debts are paid on dissolution?
Partners are repaid their original capital first – s44(b)(3).
58
What is the Asset Surplus Ratio (ASR)?
A partnership agreement provision specifying how remaining surplus assets are shared after dissolution.
59
What key information must be included in the application for registration (Form IN01)?
1. Company name 2. Registered office (appropriate address) 3. Whether the company is private or public
60
What email requirement must be included in the application for registration?
The company must provide a registered appropriate email address for Companies House use (s9(5)(aa)).
61
What must be stated about the company’s liability structure in the application for registration?
Whether the company is limited by shares or limited by guarantee.
62
What financial information must be included in Form IN01 for a company limited by shares?
A statement of capital and initial shareholdings (s10).
63
What must be provided if the company is limited by guarantee?
Details of the guarantee (s11).
64
What governance information must be included in the application for registration?
1. Statement of the company’s proposed officers (s12) 2. Details of persons with significant control (PSC) (s790)
65
What is the statement of compliance in company incorporation?
A statement confirming that all requirements of the Companies Act for incorporation have been complied with (s13).
66
What is the statement of lawful purpose?
A statement that the subscribers are forming the company for lawful purposes (s9(e)).
67
Can the incorporation fee be increased for faster processing?
Yes, an applicant may pay a higher fee for same-day incorporation.
SQE 2 Drafting
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