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A chart containing all directors resolutions - who makes them, types of resolutions, the authority and the type of resolution they are (special/oridinary)$7.93
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A chart containing all directors resolutions - who makes them, types of resolutions, the authority and the type of resolution they are (special/oridinary)
Course
LPC - Legal Practice Course
Institution
LPC - Legal Practice Course
A complete chart of all director resolutions and how they are made and the authority. Includes all resolutions covered in lectures.
THE DECISION NEEDING TO BY WHO AUTHORITY TYPE OF RESOLUTION
BE TAKEN
Changing the company name Shareholder s77(1) CA By special resolution (or by the
company’s articles)
Shareholders OR Shareholder – ordinary resolution.
Appointing a new director Directors MA 17
Director – by decision of the
directors (majority…MA 7)
Amending the company’s articles Shareholder s21(1) Special resolution
+ Takes effect immediately
Temporarily suspending a Shareholder MA 14 Ordinary resolution
provision in the articles
S87 – ‘a company may In a BM by resolution, by majority…
Change of registered address Director change the address’ MA 7
MA 3: Defaults to
directors
S188(2) CA (but depends)
Director’s service contracts Shareholders OR If 2 years or less =
Directors Director: MA 3 – decision is made by D.
If, or may be, longer than
2 years = shareholder:
Ordinary resolution.
Changing the accounting Director S392 – ‘a company…’ In a BM by resolution, by majority…
reference date MA 3: Defaults to MA 7
Directors
Allowing directors to allot shares Shareholders OR S551(1) CA Ordinary resolution (Note: this
– NOTE EXCEPTION directors S550: if there it is a company ordinary resolution must be filed
with only 1 class of shares with Registrar of Companies House
then authority is not needed.
s551(9)
Disapplying pre-emption rights shareholders S569(1) / 570(1) / 571(1) Special resolution
, Shareholders and Directors decisions
Removing a director against their shareholders S168(1) CA Ordinary resolution
will – by shareholder resolution
Removing the auditor of the Shareholders S510(2) CA Ordinary resolution
company
Direct the directors on how to act Shareholders MA 4(1) & Table A art 70 Special resolution
Loaning money to a Director Shareholders S197 CA Ordinary resolution
Ratifying a loan to a Director Shareholders S214 Ordinary resolution
when there was a failure from
Directors to get shareholder
approval
Ratifying a director’s breach of Shareholder S239(2) Ordinary resolution
duty
Substantial Property Transaction Shareholders S190(1) CA Ordinary resolution
(non-cash asset) – between the
company and a director (or a
connected persons) – SPT.
Affirm / Ratify a transaction Shareholder S196 Ordinary resolution
(which director entered into – SPT –
without shareholder approval)
If no restriction – directors can
Company borrowing money from There are no S31(1) borrow – check for conflicts of
third party / loans restrictions to a interest – MA 3
company
borrowing money If there is a restriction –special
– unless a special resolution to amend articles – s21.
article restricts this
Contract must be signed by 2
directors or 1 director and a witness.
Granting a security Director (unless Just need resolution of directors to
there is a authorise unless there are any
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