Appointing a director
- who has authority
- what resolution
- requirement
- restrictions
- admin(4 points: file/update(2)/keep)
- Shareholders normally (but can be board of directors too - check articles for powers)
- Ordinary resolution
- director must have CONSENTED to act (wording in resolution)
Restrictions on who can be director - must not be
- Under 16
- be disqualified
- be an undischarged bankrupt
Admin:
- FILE with companies house form AP01 (individual) within 14 days of appointment
- UPDATE:
(a) register of directors
(b) register of directors’ residential addresses
- keep minutes of GM for 10 years [or a written record of every board decision and minutes if BR used]
- CHANGE stationary
Appointing company secretary
- authority
- resolution
- admin
- Directors may appoint
- Board resolution
- File with companies house form AP03 (individual) AP04 (corporate) WITHIN 14 days of appointment
Removing a director from office
- Shareholders
- Ordinary resolution
- File a special notice with the company at least 28 days before the GM
- GM called
- Ordinary resolution must pass
FILE - Form TM01 within 14 days of the change
- UPDATE:
a. register of Directors
b. Register of directors residential addresses - CHANGE
a. stationary
CANNOT USE Written resolution
Loan money to a Director that are not exempt.
(Exempt loans are:
a. Loans up to 10k
b. Credit transactions up to 15k
c. Loans up to 50k for expenditure on the company’s business
d. Loans to fund a directors defence against breach of duty
e. Loans between certain group companies
- Shareholder approval
- Directors BM resolve to call GM/written resolution
- Consider s177 declarations and MA14
- DOCUMENTS: A memorandum must be made available for not less than 15 days ending on the day of GM and at GM itself which sets out:
a. The nature of the transaction
b. the amount of the loan
c. Its purpose; and
d. The extent of the company’s liability under any transaction connected with the loan
ADMIN & filing:
1. KEEP: a written record of every directors’ decision
2. Minutes of every BM for 10 years
3. Minutes of the GM for 10 years
Ratifying a directors breach of duty
4 points
Admin and filing - 2 things
- Shareholders may
- by ordinary resolution
- Votes of the director and persons connected with the director will not count but may attend and count towards the quorum
- Admin and filing
a. written record of every directors decision
b. minutes of every BM and GM for 10 years
Approving a share transfer
NOTE - Directors have discretion as to whether to refuse a transfer of company shares
Check articles to see whether MA26 is amended for certain people
Resolve to (do 3 things)
Filing and admin (3 things)
- Directors
- board resolution
- Resolve to
a. approve the transfer(s) produced to the meeting
b. Subject to the tranfers being presented duly executed, register the transferee[s] as the holder of the transfered shares
c. subject to registration of the transfers, prepare a new share certificate in respect of the transferred shares and arrange for the share certificates to be excuted by the Company [in accodance with s44 CA] and delivered to the transferee
- Filing and admin
a. update the register of members
b. Notify the registrar of companies on confirmation CS01 of a change in composition to the membership
c. Keep a written record of the decision and board minutes for 10 years
Issue new shares (allotment) procedure (4 points)
- Directors only have the authority - if the company had 1 class of shares before and after, otherwise need to obtain shareholder approval
- [consider pre-emption rights] is it ordinary shares for cash consideration? - needs special resolution
- [convene GM/circulate WR for special resolution to disapply pre-emption rights]
- Admin & Filing: [next card]
Admin & filing for allotment of shares
[4 key things]
- Company will need to prepare minutes of every board meeting and every general meeting
- Copies of resolutions to be sent to Companies House within 15 days:
- All special resolutions
- Any ordinary resolution removing the authorised share capital in a pre-CA 2006 company
- Any ordinary resolution to activate s 550 directors authority to allot in a pre-CA 2006 company
- Any s 551 ordinary resolution granting directors authority to allot (e.g. more than 1 class)
- Company forms to be sent to companies house:
Form SH01 return of allotment and statement of capital within 1 month of the allotment
- Possibly forms for PSC
- Entries in company’s own registers:
- Amend register of members within 2 months
- Amend PSC register if necessary
- Preparation and allocation of share certificates:
- Prep share certificates within 2 months of allotment
Filing and admin for share buy back out of distributable profits (6 things)
File:
1. Form SH03 (return of purchase of own shares)
2. Form SH06 (Notice of Cancellation of Shares) within 28 days from the date on which the shares are delivered to the company
3. Make a copy of the contract or summary of it available for inspection at the Company’s Registered Office or SAIL for 10 years after purchase of the shares
4. Register of members must be altered to reflect the change
5. Destroy the previous shareholder’s share certificate
6. PSC forms in relation to any change to PSC register to be completed and filed at Companies House within 14 days of such change being made to companies PSC register
Substantial property transaction
- Directors -> shareholder approval
- Consider declarations of interest under s177
- Keep written record of every directors’ decision/minutes of bm and GM for 10 years
- Filing and admin for relevant transaction
