BLP BM / BM Procedures

Question 1

who can call a BM?

Answer 1

any director or company secretary if authorised to do so

Question 2

what must the notice include?

Answer 2

time, location, means of communication + does not need to be in writing (but needs to be given to all directors)

Question 3

when is a meeting quorate?

Answer 3

when there are two directors present (and if neither directors is interested in the proposed transaction at the BM under MA 14)

Question 4

what is the rule under MA14

Answer 4

if a director is interested in a proposed transaction, they cannot be counted as participating towards the vote

Question 5

can MA14 be dissaplied?

Answer 5

yes - with custom articles - important to consider whether this is the case when advising on company decision making procedure.

Question 6

what does s177 CA 2006 provide?

Answer 6

If a director of a company is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the company, he must declare the nature and extent of that interest to the other directors.

Exceptions

1. if it cannot reasonably be regarded as likely to give rise to a conflict of interest;
	○ For instance - an incredibly minimal stake in a company 
 
2. if, or to the extent that, the other directors are already aware of it; or
	○ They need to all be aware of it (will tend to be the case with family members) 

3. if, or to the extent that, it concerns terms of a service contract that have been or are to be considered…by a meeting of the directors.

Question 7

what are the duties post BM?

Answer 7

minutes must be recorded

records must be kept for at least ten years

if not = offence by company and all directors