20 pages covering company decisions that may come up in an exam - includes relevant legislation (and Table A), any exceptions, relevant administration and the consequences of not gaining relevant consent.
Company Decision Making Procedure
Decision Company Act 2006 / Model Articles / Table A Exceptions Administration Consequences
Entering into s190 SH OR resolution required if s190(1) Exceptions: wholly- BR BM = s248 keep s195(2) Transaction
Substantial director/’connect person’ buys/sells to company/ owned subsidiary; contract minutes for 10 years – or voidable if not
Property holding company ‘substantial’ ‘non-cash asset’. between company and a offence by every officer. approved.
Transaction (SPT) (SPT) director in his capacity as a s1135(1) minutes in s190(3) Director(s)
s281(2) OR unless otherwise stated. shareholder; between holding hard-copy or electronic liable to indemnify
BM1 resolve to: company and subsidiary (reproducible as hard). company for any loss
1. Approve draft 1. Transaction = contract (apply to facts). company; between two MA 15 minutes in suffered, and account
terms of contract 2. substantial = s191 more than 10% of wholly-owned subsidiaries of writing. for any gain.
to enter SPT. company asset value / more than £100,000 the same holding company;
2. Call (apply to facts). and in administration or being BR WR = no requirement s196 SH can ratify
GM/propose WR. 3. non-cash asset = s1163 any property other wound up (insolvent). under CA to keep copies. failure to get SH
3. than cash (apply to facts). MA 15 keep record of approval by SH
GM/WR resolve to: 4. connected person = s252 spouse, civil s190(6) does not apply to WR for 10 years. resolution.
1. Approve contract partner, partner who director lives in an service contracts.
to enter SPT. ‘enduring family relationship’, children, step SH GM = s30 copy of SR
BM2 resolve to: children, partner’s children/step children if sent to CH within 15
1. Execute contract
under 18 and live with director and parents. days, offence by every
to enter SPT.
s252 Directors/connected person with body officer if not.
2. Delegate director
to arrange corporate (20% SH in another company) s355 Records kept for 10
admin/update (apply to facts). years, at registered
registers address s358(1) -
Consider director duties: offence by every officer
s172 promote success of company. if not s355(3).
s177 conflict of interest. declaration of interest
s177(b) exceptions SH WR = s29 copy of SR
s174 care, skill and diligence. sent to CH within 15
days.
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