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Company decision making essay plan

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Company decision making essay plan

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  • February 23, 2022
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Company decision making – Detailed
Essay plan
Introduction

 Company’s power distributed between shareholders and directors

o Subject to provisions of the companies act 2006.

o Some key decisions can only be made by shareholders

o Some decisions can be made by directors with shareholder agreement


Decisions by Directors

 Taken at board meetings or by written resolution

o At board meeting – board resolution

o Written resolution – written resolution – require unanimity

 Examples

o Appoint Chairman of the Board – MA12

o Appoint Managing Director – MA5

o Appoint Sales Director – MA5

o Buy or Sell Company assets – not to a director

o Transfer subscriber shares – MA26, s771

o Register transfer of shares –


Decisions by Shareholders

 Taken at General meeting or by written resolution

o Special resolutions

, o Written resolutions only require same majority as required in a general

meeting

 Special – 75%

 Examples

o Alter company Articles – s21(1)

o Alter share capital – s617 & 641

o Delegate authority to allot shares – ss550 & 551

o Change company name –s77(1)


Directors decision requiring shareholder approval

 Contained in Part 10 Chapter 4 of Companies Act 2006

 Examples

o Fixed term service contracts over 2 years – s188(2)

o Substantial Property Transfers between directors and the company –

s190

o Loans, quasi-loads and credit transactions – ss197-214

o Payment for loss of office – Gratuitous compensation – s215 – 222


Directors with a personal interest

 If a director has a personal interest in a transaction or arrangement, they must

make a declaration of their interest.

 S177 – duty to declare interest in a proposed transaction/arrangement

 S182 –declaration to declare an interest in an existing

transaction/arrangement

 The declaration must be;

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