Complete notes covering the University of Law's Business Law and Practice Module.
- Company Resolutions
- Model Articles and Statutory (Companies Act 2006) references.
BLP
Company Decisions
Required Resolutions
If General Meeting or Written Resolution required for any Ordinary Resolution or Special Resolution, then there will ALSO be a Board Resolution too:
s302: Board Resolution to call a GM by BR
s291 Board Resolution to propose a written resolution
DECISION (for admin and further requirements: *’s see RESOLUTION(S) and authority - BR, OR and/or SR?
company decision making table, others see procedure plans)
Changing registered office address* BR to change registered office: s87
Changing accounting period* BR to change accounting period: s392
Appoint a company secretary* BR to appoint company secretary: MA3
Remove a secretary* BR to remove company secretary: MA3
Appoint a new director* BR to appoint new director: MA17 OR
OR to appoint new director: MA17
Approving a director’s service contract For two years or less*
BR to approve, enter director’s service contract, and authorise directors to sign it: MA3
For more than two years
BR to approve the draft service contract proposed: MA3
OR to approve the service contract: s188(2)
BR to enter the service contract and authorise directors to sign: MA3
Loan money to a director Exempt loans*
BR to approve, enter loan agreement, and authorise directors to sign it: MA3
Non-exempt loans
BR to approve the terms of the loan agreement proposed: MA3
OR to approve the loan agreement to a director: s197(1)
BR to enter the loan agreement with director and authorise directors to sign: MA3
Borrow/grant security BR to approve, enter loan/security agreement, and authorise directors to sign it: MA3
Enter contract BR to approve contract, enter it, and authorise directors to sign it: MA3
Share transfer BR to approve registration: MA26
BR to authorise execution and issue new share certificate: MA3
Paying a dividend BR to recommend dividend and decide on maximum amount: MA30(2)
OR to declare dividend: MA30(1)
Issuing new shares (allotment) Directors have authority s550
BR to approve terms of allotment
If applicable SR to dis-apply pre-emption rights: s569 (if n/a then all of these BRs
together, if not in this order)
BR to allot the shares: MA3
BR to register allotment in register of members within two months: MA3
BR to execute share certificates within two months: MA3
Directors need authorisation from shareholders s551
BR to approve terms of allotment: MA3
OR to give authority to allot shares: s551
If applicable SR to dis-apply pre-emption rights: s570
If applicable SR to amend articles for preferential shares: s21
BR to allot the shares: MA3
BR to register allotment in register of members within two months: MA3
BR to execute share certificates within two months: MA3
Changing company name* SR to change co.mpany name: s77
Changing company articles* SR to change company articles: s21
Remove a director* OR to remove director: s168
If resign, no need for any
Enter into SPT BR to approve the terms of the contract/terms of SPT: MA3
OR to approve the SPT/transaction: s190
BR to enter the SPT contact and authorise directors to sign: MA3
Ratifying breach of director’s duty* OR to ratify director’s breach of duty: s239(2)
Buyback of shares out of distributable BR to approve the draft terms of purchase (buyback contract): MA3
profits OR to approve the buy-back contract: s694(2)
BR to enter into the buyback contract: MA3
BR to authorise any one director to execute the buyback of shares: MA3
Buyback out of capital BR to approve the terms of statement of solvency and auditor’s report: MA3
BR to approve the draft terms of purchase (buyback contract): MA3
OR to approve the buy-back contract: s694(2)
SR to approve using payment out of capital to buy shares: s716(1)
BR to enter into the buyback contract: MA3
BR to authorise any one director to execute the buyback of shares: MA3
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