Detailed notes on SHAREHOLDERS DECISIONS ONLY within the company procedure covered in the BLP module!
Includes article numbers and Companies Act 2006 section references!
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- Directors' Decisions Only
- Decisions by BOTH Shareholders and Directors
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Decisions that
ALWAYS
REQUIRE
SHAREHOLDERS
General administration for any board meeting/general meeting/written resolution
® If directors at BR:
ü Keep a written record of every directors decision (MA 15).
ü Keep minutes of every BM for 10 years at company’s reg office or SAIL (s248).
® Or, if the shareholders – GM or WR?
ü Minutes of the GM for 10 years at reg office or SAIL (s355(2))
ü Copies of written resolutions must be sent to Companies House within 15 days of them being
passed (s29 & s30).
ü A record of the written resolution must be kept at the company’s registered office or SAIL for 10
years (s355(1)(a)).
Decision What is it? Who Makes it and How? Admin Requirements
CHANGING THE ð Name of the company Þ Shareholders by Special File with Companies House:
must be amended by Resolution s77 ü Form NM01: if name
COMPANY
Special Resolution of amended by special
NAME resolution (s78) as soon as
the Shareholders (s77
possible
CA 2006).
You cannot use the
ð Unless the Company changed name until
Articles provide you receive a
otherwise (s77(1)(b) Certificate of
CA 2006). Incorporation Change
of Name from
Requirements for changing Companies House.
name
ð s66 A company must ü Form NM04: if name
not be registered under amended otherwise as per
this Act by a name that the amended articles (s79).
is the same as another ü Copy of the Special
name appearing in the Resolution within 15 days
registrar's index of of being passed. (s29 and
company names. s30)
ð s59 Company must end o Failure to do so = an
in limited or ltd offence being
committed by the
company and every
1
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