This table takes you through director and shareholder powers, the resolutions required to put them into action, where the authority comes from in the articles and what admin/filing is required as a result.
This gives you all of the information to include for all of the marks.
Decision Power of (D / SH) Resolution Authority Admin / filling
Enter into Board of directors Board resolutions (BRs) Model Article 3 Just within the general management powers of the company.
to: 1. Agree draft terms.
contract
2. Enter contract
3. Authorise any D to
sign the contract for the
company.
Appointing a Either Board resolution to Article 17 File AP01 form at Companies House.
appoint a new director
director By shareholders for ordinary ⮚ Have to file within 14 days of the appointment (S.167)
resolution ⮚ Form AP02 (if Director is a Company) within 14 days of the change
(S.167)
Or by a decision of the OR
directors. Internal:
⮚ Update register of directors (section 162)
Shareholders by ordinary ⮚ Update register of directors’ residential addresses (section 165)
resolution (MA 17) ⮚ Keep a written record of every directors decision (MA 15)
⮚ Keep minutes of board meeting for 10 years (s.248)
⮚ Change stationary if it includes directors names (reg 26)
If the shareholders appoint:
⮚ Minutes of GM for 10 years (s.355(2)).
PSC?
Change Directors Board resolution (BR) to S.87 Companies Complete AD01 that needs to be sent
change the registered Act 2006
registered address P.185 gives forms that you need form companies house.
address. - Change is effective when registered at Companies House.
- S.87(2) old address remains valid for 14 days.
- s.87(3) Companies House has 14 days to move across all records to the new
address.
- Stationary may need changing (company register may also need changing.
, - Keep a record of every director’s decision. (MA 15)
- Keep minutes of every board meeting for 10 years (s.248)
Grant a service – Board of directors. Board resolution to: Model Article 3 / Section 228
Model Article 19
contract to a (s.188 – can only approve if 1. Agree draft contract - Need to keep a copy of the service contract at the registered office for its
director it is for an unspecified term terms duration (2 years) + 1 year after.
or a fixed term of less than .2
years. 2. Enter contract ⮚ Consider s.177 Declarations and MA 14 as the director will be in
conflict.
3. Authority any D to sign ⮚ A copy of the proposed contract must be made available for not less
Page 319 RG the contract for company. than 15 days ending on the day of the GM (s.188(5)(b) or be sent with
IF the term is for more than 2 a written resolution (s.188(5)(a).
years then the shareholders ⮚ Copy of the service contract must be kept at the Companies Registered
must pass an ordinary Office for one year after the contract expires (s.288(3)).
resolution ⮚ If the directors enter into a service contract for a fixed term of more
SH ordinary resolution
than 2 years then without obtaining shareholder consent then the
contract is valid apart from the provision as to the fixed term and the
contract will be terminable on reasonable notice.
Change Directors Board resolution: Section 392 CA S.392(3) notice period.
2006
accounting - To change the - Can’t change it if you have changed it in the last 5 years.
reference period accounting reference
dates from [XXXX] to (last change was in 2003)
[XXXX] ⮚ Notice to register.
(Unless altered, a ⮚ Must notify the registrar by form AA01.
(3.16.1.6) company’s accounting Effective when company’s house has received notice.
reference period (the
date by which the S.392 (5) won’t exceed 18 months. Here it is 15m.
company must ready its S.392 (4) need to file change before deadline for filling date
accounts for filing with
CH) will end a year from
the end of the month in
S.392 (5) means that the accounting reference period may not be extended so
which the company is
as to exceed 18 months (s.392(5)) and an account period cannot be altered
formed (s.391(4)).
twice in a 5 year period. (s.392(3)).
But a director may
amend this (s.392)
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