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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)£5.89
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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)
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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