BLP WS5
PROCEDURE PLAN
Change of Company Name and Articles
Board meeting 1
Prior FOR NAME, requirements:
Search of index of company names at Companies House – ‘Company Name Availability Search’ (s.66(1))
as cannot have same name
Company name must end in limited or ltd (s59)
Check name is not a criminal name or offensive name (s53)
Need prior approval if it denotes connection with public authority of political name (s54)
List of other sensitive words that need prior approval – check this (s55)
Schedule 2 to find out who gives approval (Secretary of State)
Call MA 9: Any director or authorised company secretary can call
Apply to facts
Notice MA 9: Notice must be given to each director, wherever he is, and need not be in writing.
Contents must include MA9(2): Proposed date and time, location, how the directors will communicate if not
in same place.
The notice itself must be reasonable which is what is usual (Re Homer)
Apply to facts – if small company, what is usual is often same day
Interest s177: Interested directors must make a declaration
Apply to facts and look to exemptions – if directors already aware s177(6)(b)
MA14: Interested directors do not count in quorum nor can they vote
Apply to facts – even if didn’t make declaration won’t be able to count/vote - only for resolutions
they’re interested in.
Quorum MA11: Any two of the directors
Is this going to be satisfied? Do we know who is attending?
Say we need at least X and Y – take into account interests – say bare minimum .
Resolutions 1 MA3: BR to approve proposed name and draft articles
Can only change via SR by shareholders: s77(1)(a) (name) and 21 (articles)
2 s302: BR to call a GM by BR OR s291 BR to propose a written resolution
Voting MA7: Show of hands by simple majority – more than 50%
State how the decision would pass with what exact directors are needed
MA13: If deadlock, Chair can use their casting vote
Is there a chair? Remember that, practically, avoid doing this – too authoritative
Admin s248/MA15: Directors board minutes/written record of each BR must be kept for 10 years at
company’s registered office or SAIL
Prepare draft articles for attachment/preview
General Meeting
Notice s310: Must be given to every SH and director, and auditors (s502(2)(a)). Must Include:
s311(1): Details of meeting (date, time, location)
s311(2): General nature of the business to be carried out
s325(1): Include statement of rights to appoint proxy
If a special resolution is proposed: The full text/wording of the resolution and an intention to
propose this at the forthcoming meeting must be included in the notice (s283(6)(a)) – this cannot
be amended.
s308: May be hardcopy (handed personally) or electronic or on website
On the facts, what is going to more appropriate? Hard copy – if all present at BM. If someone is
absent, going to be posted.
Full notice period ‘Clear days means that there must be 14 days not counting the date on which the
notice is given and the date of the meeting. So, if the members receive notice on 1 March, the meeting
1
PROCEDURE PLAN
Change of Company Name and Articles
Board meeting 1
Prior FOR NAME, requirements:
Search of index of company names at Companies House – ‘Company Name Availability Search’ (s.66(1))
as cannot have same name
Company name must end in limited or ltd (s59)
Check name is not a criminal name or offensive name (s53)
Need prior approval if it denotes connection with public authority of political name (s54)
List of other sensitive words that need prior approval – check this (s55)
Schedule 2 to find out who gives approval (Secretary of State)
Call MA 9: Any director or authorised company secretary can call
Apply to facts
Notice MA 9: Notice must be given to each director, wherever he is, and need not be in writing.
Contents must include MA9(2): Proposed date and time, location, how the directors will communicate if not
in same place.
The notice itself must be reasonable which is what is usual (Re Homer)
Apply to facts – if small company, what is usual is often same day
Interest s177: Interested directors must make a declaration
Apply to facts and look to exemptions – if directors already aware s177(6)(b)
MA14: Interested directors do not count in quorum nor can they vote
Apply to facts – even if didn’t make declaration won’t be able to count/vote - only for resolutions
they’re interested in.
Quorum MA11: Any two of the directors
Is this going to be satisfied? Do we know who is attending?
Say we need at least X and Y – take into account interests – say bare minimum .
Resolutions 1 MA3: BR to approve proposed name and draft articles
Can only change via SR by shareholders: s77(1)(a) (name) and 21 (articles)
2 s302: BR to call a GM by BR OR s291 BR to propose a written resolution
Voting MA7: Show of hands by simple majority – more than 50%
State how the decision would pass with what exact directors are needed
MA13: If deadlock, Chair can use their casting vote
Is there a chair? Remember that, practically, avoid doing this – too authoritative
Admin s248/MA15: Directors board minutes/written record of each BR must be kept for 10 years at
company’s registered office or SAIL
Prepare draft articles for attachment/preview
General Meeting
Notice s310: Must be given to every SH and director, and auditors (s502(2)(a)). Must Include:
s311(1): Details of meeting (date, time, location)
s311(2): General nature of the business to be carried out
s325(1): Include statement of rights to appoint proxy
If a special resolution is proposed: The full text/wording of the resolution and an intention to
propose this at the forthcoming meeting must be included in the notice (s283(6)(a)) – this cannot
be amended.
s308: May be hardcopy (handed personally) or electronic or on website
On the facts, what is going to more appropriate? Hard copy – if all present at BM. If someone is
absent, going to be posted.
Full notice period ‘Clear days means that there must be 14 days not counting the date on which the
notice is given and the date of the meeting. So, if the members receive notice on 1 March, the meeting
1
