BPP University College Of Professional Studies Limited (BPP)
Notes on BLP Procedure plans for the LPC at BPP University. While original prepared for BPP University students, some of my friends have used these notes to prepare for their exams at Ulaw and City University and achieved a distinction. These notes only contain procedure plans, if you are intereste...
BPP University College Of Professional Studies Limited (BPP)
BPP University College Of Professional Studies Limited
BLP
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INTRODUCTION SHORT NOTICE PROCEDURE:
Always check in your question whether the company you are advising Structure:
has incorporated the model articles. If not, you may not be able to cite 1. ADJOURN BM
Model articles in your answer and you will then need to refer to what 2. GM
the actual articles set out. 3. RECONVENE BM
BOARD MEETINGS: Board Meeting I:
* Quorum: All the directors should attend since the consent of all
Who calls? directors is needed to call the GM on short notice.
Model Article 9(1) Called by any director
* Agenda:
Notice period? × Approve the form of notice of GM and here, also approve
Browne v La Trinidad Board meetings can be called by any director any consent of short notice.
giving reasonable notice. s.307(4)-(6) If approval is obtained, the full notice period can
be reduced. There are two elements to the consent required
Quorum? for short notice and these are that approval must given by:
MA 11(2) The quorum may be fixed from time to time by the directors × the majority in number of the members of the company
but must never be less than 2 and unless otherwise fixed, it is 2. (so that, out of 6 shareholders, a minimum of 4 must
consent); who
Decision-making? × together hold at least 90% in nominal value of the issued
Decisions at BM are made by board resolutions passed either: shares of the company.
• MA 7(1) On a simple majority OR
• MA 8 By unanimity * Adjourn Board Meeting.
Simple majority = more than 50% General Meeting
Count 1 vote per director unless that director abstains.
MA 7(2) If only one director - he can take decisions on his own Board Meeting I (Same BM Reconvened):
Could take place as soon as convenient afterwards.
Casting vote?
A chairman may have a casting vote – check in the articles if this is the Post Meeting Matters:
case in your scenario as casting vote may be removed. Short notice procedures requires changes to documentation:
MA 13 The chairman may use his casting vote if there is a deadlock. Board meeting minutes only for one BM, instead of two
s.307(4) Additional document: consent to short notice document is
What if someone abstains? required which must be file at Companies House.
If a director abstains from voting on a decision, he will not be counted
towards the number of people voting on that issue.
Eg. on a board with 6 directors, if 1 abstains, count the votes out of 5. To WRITTEN RESOLUTION PROCEDURE:
get a majority, you would thus need 3 out of 5 voting in favour.
s.281 Only private companies may pass a shareholders’ resolution by
GENERAL MEETINGS: way of a written resolution.
General meetings (GMs) are called to: Structure:
1. make decisions that require Ordinary resolution (OR) 1. ADJOURN BM
AND/OR 2. WRITTEN RESOLUTION (instead of GM)
2. make decisions that require Special resolution (SR) 3. RECONVENE BM
Ordinary resolution = Simple majority, so more than 50% Board Meeting I:
Special resolution = 75% or more.
* Agenda:
How do you tell which decisions require OR or SR? × Hold board resolutions to:
You must look at CA 2006 or the Articles to find what the shareholders × s.288(3)(a) Propose a written resolution.
will be deciding on and these will set out if OR or SR is required. × Approve the form of written resolution, including the
following:
Quorum? × s.283(3)(a) If it is a Special Resolution, it must be
s.318(2) CA 2006 The quorum is 2. designated as such
s.318(1) CA 2006 If the company has only 1 member, 1 qualifying person × ss.291(4)(a) and s.296-297 The resolution must
present is sufficient. include instructions to the shareholders as to how to
vote and identify the lapse date
Decision-making? × The written resolution (WRS) should be circulated to all
Decisions are made on a show of hands unless a poll is demanded under eligible members immediately.
MA 42. – if you have a 2 shareholders with a large shareholding, he is s.291(3)(a) The directors must send a copy of the WRS to all
likely to demand voting by poll as this is more beneficial for them. One members
shareholder is not enough to demand a poll unless he is also a director. s.296(1) If there is a company representative: She can
indicate agreement to the resolution by signing a copy of the
Show of hands: each shareholder present at the meeting will be entitled draft WRS.
to 1 vote, regardless of the number of shares held by that shareholder. s.297 Time limits for WRS
Poll: every shareholder has one vote in respect of each share.
* Voting:
MA 44(1) A poll can be demanded before the meeting or at the meeting s.282(2) Written OR: 50% or more of those entitled to vote
either before or immediately after a show of hands has taken place. s.283(2)-(3) Written SR: min. 75% of those entitled to vote.
MA 44(2) The chairman, the directors, 2 or more shareholders, or any A written special resolution must state it is a special resolution
member with not less than 10% of the voting rights of those entitled to and eligible members must sign, date and return the WRS. All
vote on the resolution can demand one. votes on WRS are on a poll.
FULL NOTICE PROCEDURE: The board meeting will then adjourn for the written resolution to be
signed this could be signed straightaway.
Our standard procedure plan. In that case, we must give 14 days notice General Meeting (Written resolution instead)
for the GM which is the full notice.
You can use this procedure for all types of procedure plans. Board Meeting I (Same BM Reconvened):
* Agenda:
Structure: × s.296(4) To report that the special resolution has been
* Board Meeting I passed.
* General Meeting
* Board Meeting II Post Meeting Matters:
WRS changes to documentation:
Board meeting minutes only x1
s.355(1)(a) and (2) Additional doc: keep a record of the WRS
BLP – Procedure plans | Page 1 of 13
, AMENDING COMPANY STRUCTURE/DETAILS Board Meeting II:
* Calling, notice and quorum remains the same as for BM1.
FULL NOTICE – SHORT NOTICE – WRITTEN RES
In the Agenda and under Post Meeting Matters I have added “If” * Agenda:
questions so just select all the ones that suit your scenario and ignore × Report:
that ones that are not relevant. × If special resolution was passed – Report that a special
resolution was passed at GM – also specify what the
FULL NOTICE: resolution was for. Eg. SR to change the company name.
× If ordinary resolution was passed – Report that a
Board Meeting I: ordinary resolution was passed at GM – specify what the
* Who calls? – MA 9(1) Called by any director resolution was for.
* Notice period – Browne v La Trinidad Reasonable notice
according to what is usual for the company × Hold board resolutions to:
× If changing address – s.87(1) Change registered office
* Quorum: × If changing accounting reference date – s.392(1) Change
MA 11(2) The quorum is 2. the company’s accounting reference date
MA 7(2) If the company has only 1 director, then quorum is 1. × If appointing new auditors – s.485(3) Appoint new
company auditors
* Agenda: Direct the company secretary to deal with the post
•
× Report: meeting matters detailed below.
× If the company is new – Report on the formation of the
company. * Voting is the same as for BM1.
× Hold board resolutions to: * Close Board Meeting.
× If changing the company name – s.77(1) Propose a Post Meeting Matters:
Special Resolution for a company name change * File the following with Companies House:
× If there is a new director: × If special resolution was passed – s.30(1) File copy of special
× MA 18(f) Accept resignation letter from director(s). resolution
Resignation to take effect immediately. × If changing the company name – s.78(1) File Form NM01
× MA 17(1)(b) Appoint new director with immediate (Notice of change of name) within 15 days. Certificate of
effect. incorporation arrive in the post in due course
× If there is a new company secretary: × If changing address – s.87(1) File Form AD01 (Change of
× MA 18(f) Accept resignation letter from company registered office) ASAP
secretary. Resignation to take effect immediately. × If changing accounting reference date – s.392 File Form
× MA 17(1)(b) Appoint new company secretary with AA01 (Change of Accounting Reference Date) ASAP
immediate effect.
× If there is new chairperson – MA 12(1) Chairperson to × If there is a new director:
stand down as Chairperson. Appoint new Chairperson. × s.167(1) File Form AP01 (Notice of appointment of
× If new director becomes a shareholder – s.771, MA 26 directors) within 14 days
Approve the transfers of subscriber shares. Instruct the × s.167(1) File Form TM01 (Notice of termination of
company secretary to enter the new shareholder in the directors’ appointment) within 14 days
register of members immediately.
× If there is a new company secretary:
× Call a General Meeting – s.302: × s.276(1) File Form AP03 (Notice of appointment of
s.307(1) and s.360(1)-(2) Call GM on 14 clear days’ notice Company Secretary) within 14 days
s.1147 Post: deemed received 48 hours after it was posted × s.276(1) File Form TM02 (Notice of termination of
s.1173 Working day defined. Company Secretary’s appointment) within 14 days
× Hold board resolution to approve the form of notice of the × If new director becomes a shareholder:
General Meeting – the notice must include: × s.790VA(2) File Form PSC02 (Notice of persons acquiring
s.311(1) Date, time and place of meeting; significant control)
s.283(6) Precise wording of SR [and OR as good practice] × s.790VA(2) File Form PSC07 (Notice of persons ceasing
s.325(1) A statement that a member may appoint a proxy to have significant control)
× File Stock Transfer Forms
× Direct Company secretary to give notice of GM – s.308:
× s.310(1)(a) Send it to every member * Keep record:
× s.310(1)(b) Send it to every director × s.248(1) Write up minutes of the BM 1, BM 2 and GM
× s.502(2) If there are auditors – send to them too. × s.355(1)-(2), s.357 Keep copy of all meetings and resolutions
× Direct the Company secretary to deal with the PMMs listed * Other:
below. × If changing the company name:
× s.45 if the company has a seal, produce a new seal
* Voting: × s.82 Disclose the company name in specified locations
Decisions at board level are made by Board Resolutions.
MA 7(1), MA 8 The board will vote and agree by × If there is a new director:
majority/unanimous decision on the agenda items. × s.162 Update register of directors
MA 13 Chairman makes a decision if there is deadlock. × s.165 Must update the register of directors’ residential
addresses
* Close Board Meeting.
× If there is a new company secretary:
General Meeting: × s.275 Update register of secretaries
* Quorum:
s.318(1) If there is only 1 member, quorum is 1. × If new director becomes a shareholder:
s.318(2) Otherwise, the quorum is 2. × s.112-113, 123 Update register of members
× s.776 Issue a new share certificate to new shareholders
* Agenda: and cancel the old share certificates.
•If changing the company name – Vote on and pass special × s.790M Update the PSC Register to reflect new people
resolution to change the company name. – specify current with significant control.
name and new name in your answer.
* Voting:
Ordinary resolution: requires so more than 50% of those voting
s.283(1)(4) and (5) Special resolution: min. 75% of those voting
s.282(3) Decisions are made on a show of hands (1 vote each)
MA 42 Must vote on a show of hands unless a poll is demanded.
MA 44(1) A poll can be demanded either before or immediately
after a show of hands has taken place.
* Close General Meeting.
BLP – Procedure plans | Page 2 of 13
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