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BLP Company Decisions Table
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Decision Procedure AdminBoard Meetings Call – any director or authorised secretary: MA 9(1) Keep record of decision made by directors for at least 10 years (MA 15)
Notice – reasonable, according to what is usual: Browne v La Trinidad Keep minutes of every board meeting for at least 10 years (s.248(1) and (2))
Directors’ Decision Given to each director, need not be in writing: MA 9(3)
Shareholders’ Decision Must include date, time, location: MA 9(2)
Eithers’ Decision Interests – disclose direct or indirect interest in:
Proposed transaction (s.177) or
Existing transactions (s.182)
Quorum – two: MA 11(2)
Interested director cannot count in the quorum: MA 14
Agenda – proposed board resolutions
BR to instruct secretary to:
Keep minutes of board meeting
Keep record of decisions
Subsequent general meetings:
BR to call a GM: s.302
BR to approve form of notice for GM, to include –
Date, time and location: s.311(1);
General nature of business: s.311(2);
Statement of right to appoint proxy: s.325(1) AND
Precise wording of SR (and OR for good practice): s.283(6)(a)
BR to instruct secretary to give notice in manner stated under s.308 to –
Every member: s.310(1)(a);
Every director: s.310(1)(b) AND
Auditors: s.502(2)(a)
Subsequent short notice general meeting:
BR to instruct secretary to draw up short notice consent: s.307(4)
Subsequent written resolution:
BR to propose a written resolution: s.288(3)(a)
BR to approve form of written resolution, to include –
Instructions on how to vote: s.291(4)(a) and s.296
Lapse date: s.291(4)(b) and s.297
Designation as SR (if applicable): s.283(3)(a)
BR to instruct secretary to send in manner stated under s.291(3) –
A copy to every eligible member: s.291(2)
A copy to auditors: s.502(1)
Previous general meeting:
Chairman reports on results of OR or SR
Voting – show of hands by simple majority: MA 7(1)
Chairman has casting vote in event of deadlock: MA 13(1)
Interested director cannot vote: MA 14
Small companies: it is usual notices to be given on the same day of the board meeting
Non-compliance of s.248: offence by every director in default (s.248(3)) who face penalty under s.248(4)
Director’s conflict of interest:
Restriction on an interested director to vote and count in quorum can be disapplied if –
Shareholders disapply MA 14(1) by OR (MA 14(3)(a));
Interest cannot reasonably be regarded as likely to give rise to a conflict (MA 14(3)(b)); or
, Conflict arises from a permitted cause under MA 14(4) (MA 14(3)(c))
General Meetings Notice (full) – 14 clear days: s.307(1) and s.360(2) Keep minutes of every general meeting for at least 10 years (s.355(1) and (2))
Notice (short) – must be agreed to by
Majority in number of shareholders: s.307(5) AND
Together holding at least 90% of voting rights: s.307(5)(a) and (6)(a)
Quorum – two: s.318(2) and one for single member companies: s.318(1)
Agenda – proposed shareholder resolutions
Voting (show of hands) – one vote per shareholder: s.284(2)
Voting (poll) – one vote per share: s.284(3)
Non-compliance of s.355: offence by every director in default (s.355(3)) who face penalty under s.355(4)
Clear days rule: exclude the day of the meeting and the day on which the notice is given (s.360(2))
Deemed delivery by post or electronic means is 48hrs after posting or sending (s.1147(2) and (3)) omitting hours in non-working days (s.1147(5))
Voting at GM must be decided by show of hands unless poll is demanded (MA 42)
Majority of only those present, whether by show of hands or by poll, and exclude votes to abstain in calculating majority
Poll vote may be demanded by:
Chairman (MA 44(a))
Directors (MA 44(b))
Two or more persons having the right to vote on the resolution (MA 44(c))
A person or persons representing not less than 10% of total voting rights (MA 44(d))
Written Resolutions Keep record of all written resolutions for at least 10 years (s.355(1)(a))
File written SR (if applicable) within 15 days of passing (s.29(1)(a) and s.30(1))
Written resolutions are passed as soon as the required majority of eligible members have agreed (s.296(4))
Written resolutions will lapse if not passed before end of a period of 28 days beginning with circulation date (circulation date = day 1) (s.297(1)(b))
Circulation date is the first date on the written resolution is sent to members (s.290)
Agreement by member must be signified by an authenticated document identifying the resolution and indicating agreement (s.296(1))
Non-compliance of s.355: offence by every director in default (s.355(3)) who face penalty under s.355(4)
Change Registered Address BR to change address of registered office: s.87(1) File Form AD01 (s.87(1))
BR to instruct secretary to complete AD01 Change stationery
Change of registered office takes effect when notice is registered by CH (s.87(2))
Previous address remains valid for service for 14 days after notice is filed (s.87(2))
Change Accounting Period BR to change accounting reference date: s.392(1) File Form AA01 (s.392(1))
BR to instruct secretary to complete AA01 Notice must satisfy requirements under s.392(2)
Default accounting reference date is one year from the last day of the month on which the company formed (s.391(4))
May not be extended to exceed 18 months (s.392(5))
May not be altered twice within 5 years (s.392(3))
Appoint Secretary BR to appoint secretary: MA 3 (directors’ authority) and MA 5 (delegate) File Form AP03 (if individual) within 14 days of appointment (s.276(1)(a))
BR to instruct secretary to – File Form AP04 (if corporate) within 14 days of appointment (s.276(1)(a))
Complete relevant form Notice must satisfy requirements under s.276(2)
Update register of secretaries Update register of secretaries (s.275(1) and (2))
Private companies are not required to have a secretary (s.270(1))
Remove Secretary BR to remove or accept resignation of secretary: MA 3 File Form TM02 within 14 days of removal or resignation (s.276(1)(a))
BR to instruct secretary to – Update register of secretaries (s.275(1) and (2))
Complete TM02
Update register of secretaries
Outgoing secretary may resign by letter effective on the date set out in letter (often immediate and handed at board meeting)
Appoint Chairman BR to appoint chairman: MA 12(1)
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