Board minutes - Change of name and articles Drafting Flashcards
Structure
1) Chair
2) Notice and quorum
3) Declaration of interests
4) Business of the meeting
5) Documents produced to the meeting
7) Resolutions
8) Adjournment
9) Change of Name
10) Change of Articles
11) Filing
12) Close
Why is there no need for director’s interests for change of name
Generally only a BM will only be held to call GM or WR as only the shareholders can change name or articles. Resolution to call GM or WR is neutral so interests don’t count. UNLESS change of name is permitted under the articles
Business of the meeting
The chairperson reported that the business of the meeting was:
1. [to convene a general meeting of the Company for the purposes of considering and, if thought fit, passing a special resolution OR to approve the circulation of a written resolution to be sent to the Company’s shareholders] to:
a) change the Company’s name to [NEW NAME]; and
b) adopt the proposed new articles of association (New Articles) of the Company.
2. To consider and, if thought fit, approve the proposed final draft of the New Articles.
Business of the meeting - Change of name - Director’s can under articles
The chairperson reported that the business of the meeting was to resolve to change the Company’s name pursuant to the articles of association of the Company.
Documents Produced to the Meeting
The following documents were produced to the meeting:
a) a final draft of the New Articles; and
b) [a form of written resolution of the shareholders of the Company (the Shareholders) to change the Company’s name and to adopt the New Articles (the Written Resolution); OR
c) [a notice convening a general meeting of the Company at [TIME] on [DATE] at [PLACE] (General Meeting Notice) proposing the following special resolution(s):
i) To change the name of the Company to [NEW NAME]; and
ii) To adopt the New Articles.
Resolutions - General Meeting
After careful consideration of the General Meeting Notice IT WAS RESOLVED to:
a) the Written Resolution would promote the success of the Company for the benefit of its members as a whole;
b) convene a general meeting of the Company at [TIME] on [DATE] at [PLACE] to consider the resolution set out in the General Meeting Notice; and
c) direct [the Company Secretary OR NAME] to send the General Meeting Notice, together with a form of proxy [and form of consent to short notice], to all those entitled to receive it]]
Resolutions - Written resolution
After careful consideration of the Written Resolution [including consideration of the matters referred to in section 172(1) of the Companies Act 2006 (the Act), IT WAS RESOLVED that:
a) the Written Resolution would promote the success of the Company for the benefit of its members as a whole;
b) approve the Written Resolution in the form produced to the meeting; and
b) send it to every eligible member of the Company and the Company’s auditors]]
Resolutions - New Articles
After due and careful consideration of the terms of the New Articles as a whole having regard (amongst other matters) to the factors set out in section 172(1) of the Companies Act 2006, IT WAS RESOLVED that the New Articles be and are hereby approved for submission to the shareholder’s of the Company for adoption.
Change of name - After Adjournment
IT WAS RESOLVED to change the name of the Company to [NEW NAME] under Article [NUMBER] of the articles of association of the Company
New Articles - After Adjournment
IT WAS RESOLVED that the New Articles be and are hereby approved and adopted
Filing
The chairperson instructed [the Company Secretary OR NAME] to:
- Make all necessary and appropriate entries in the books and registers of the Company.
- Arrange for the following to be filed at Companies House:
(a) A copy of the [resolution or Written Resolution]
(b) The New Articles
(c) A cheque in respect of the change of name fee - Arrange for the display and disclosure of the new company name as and when necessary at the Company’s office(s) and on the Company’s stationery.
