Detailed notes for BOTH SHAREHOLDERS' & DIRECTORS' DECISIONS within the company procedure covered in the BLP module!
Includes article numbers and Companies Act 2006 sections references!
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- Shareholders' Decisions Only
- Directors' Decisions Only
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Decisions that can be made by
EITHER
Shareholders or Directors
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)).
Who Makes it and
Decision What is it? Admin Requirements
How?
APPOINT A Model Article 17 - A new Þ Directors by board File with Companies House:
NEW director may be appointed resolution (MA17) ü Form AP01 (If Director is an
by EITHER directors or Individual) within 14 days of the
DIRECTOR change (s167) or
shareholders o OR
ü Form AP02 (If Director is a Company)
within 14 days of the change (s167)
Þ Shareholders by
ordinary resolution ü Update the Register of Directors
Requirements (MA17). (s162 CA 2006).
ü Update the Register of Directors’
A Director must not: Residential Addresses (CA 2006
s165(1)).
´ Be under 16 (s157).
´ Be disqualified (s13, ü Change stationery if it contains
Company Directors names of directors
Disqualification Act
1986).
´ Be an undischarged
bankrupt (s11, CDDA
1986).
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