Summary
Summary U3 Business Law and Practice - Directors Power and Authority Decision Grid
Table of the decisions with sections for directors, shareholders, and the relevant sections for the administration
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Decision Directors Shareholders AdministrationChange CA - 87Change of address of registered office S87 (2)
registered The change takes effect upon the notice being
office (1)A company may change the address of its registered by the registrar, but until the end of the
registered office by giving notice to the period of 14 days beginning with the date on
which it is registered a person may validly serve
registrar.
any document on the company at the address
previously registered
MA3 Directors’ general authority (3)For the purposes of any duty of a company—
Subject to the articles, the directors are (a)to keep available for inspection at its registered
office any register, index or other document, or
responsible for the management of the (b)to mention the address of its registered office in
company’s business, for which purpose they any document,
may exercise all the powers of the company. a company that has given notice to the registrar of
a change in the address of its registered office
may act on the change as from such date, not
more than 14 days after the notice is given, as it
may determine.
Form AD01 – for a change of registered office s87
AD02 – notification of SAIL within 14 days (s358)
Appoint MA 11 assumes that there are two directors as If shareholders are different from Form AP01 – for appointment of an individual
director this is the min number required for a valid directors = shareholders resolution more director within 14 days of appointment (s167)
board meeting to be held appropriate for appointment of director
ORDINARY AP02 – appointment of a corporate director within
RESOLUTIO MA17 Methods of appointing directors CA s1136 – register of directors must be 14 days of appointment (s167)
N IN (1) Any person who is willing to act as a available for inspection by shareholders
GENERAL director, and is permitted by law to do so, may without charge CH01 – change of individual directors details
MEETING be appointed to be a director— within 14 days of change (s167)
(a)by ordinary resolution, or ratifying a director’s breach of duty by
OR (b)by a decision of the directors. ordinary resolution (s 239(2)); CH01 – change of a corporate directors details
within 14 days of change (s167)
BOARD MA 18 prevents a person from holding office removing a director of the company
RESOLUTIO who is likely to be physically or mentally against their will (see 6.10.3 above) by CA s165 = every company must keep a register of
incapable of acting as a director in certain
,N OF circumstances ordinaryresolution (s 168(1)); directors’ residential addresses
EXISTING
DIRECTORS CA s154 = private company must have at least direct the board of directors how to act CA s167A = allows private companies to elect to
one director (see 6.5 above) by special resolution (eg, not keep their own register of directors and can
art 4(1)of the model articles for private ensure that necessary information is filed and kept
CA s155 = company must have at least one companies/Table A, art 70) up-to-date on central register for the company
director who is a natural person held at Companies House
CA s157 = min age of director is 16 CA s162 = every company must keep a register of
directors, it must be available for inspection
CA s1184 – Secretary of State can prevent
someone from being a director of a UK CA s167 = duty to notify registrar of changes –
company if that person is subject to restrictions company has 14 days from person ceasing to be a
under foreign law director or any change to give notice to the
registrar of the change and the date which it
It is simpler for new director to be appointed by occurred. The notice must be accompanied by a
the existing board = no need to call shareholder statement
general meeting
Details in company’s register of directors
If existing directors are also shareholders =
board resolution normal way to appoint further First director is appointed through naming in the
directors company’s incorporation documents
CA s107B as soon as reasonably practicable after
notification of appointment of new director has
been made = registrar of companies must sent
information on the roles and duties of a director to
that director
Director’s duties
CA s386 Duty to keep accounting records
CA s394 Duty to prepare individual accounts
CA s396 Companies Act Individual Accounts (must
give fair and true view of state of affairs on
balance sheet and prodit and loss sheet
CA s415 Duty to prepare directors’ report
(directors must prepare this for each financial
, year)
CA s441 Duty to file accounts and reports with the
registrar
CA s853 Directors must submit confirmation
statement within 14 days after the company’s
confirmation date (the anniversary of the date of
incorporation)
Confirmation form (CS01) = designed to ensure
that information on the company at Companies
House is kept up to date
Grant MA19Directors’ remuneration When company is entering into a service S228 – copy of service contract needs to be kept
service (1) Directors may undertake any services for contract with a director for guaranteed at registered office 1 year post retirement/
contract for the company that the directors decide. term of no longer than 2 years = separation
2 years or (2) Directors are entitled to such remuneration company must obtain prior consent of
less as the directors determine— the shareholders by ordinary resolution Need to be held at registrar office until a year
(a)for their services to the company as at a general meeting after expiry
ORDINARY directors, and
RESOLUTIO (b)for any other service which they undertake If approval of shareholders is NOT
N for the company. obtained then service contract will still be
effective unless there is a clause stating
that the director be employed for a
Article 3 MA = directors are responsible for the guaranteed term it would need a
management of the company and can exercise clause that the directors can terminate
all of the company’s powers this with reasonable notice
Article 7 MA = general rule of decision making CA s229 Shareholder has right to request
by directors done by majority decision at a copy of service contract
board meeting
approving a director’s service contract
Quorum for directors’ meetings MA 11 for a fixed term over two years by
(1) At a directors’ meeting, unless a quorum is ordinary resolution (s 188(2));
participating, no proposal is to be voted on,
except a proposal to call another meeting.
(2) The quorum for directors’ meetings may be
fixed from time to time by a decision of the
directors, but it must never be less than two,
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