business orgs, rules and procedures drafting documents Flashcards
articles of association
notice to remove a director s168 CA
structured as a letter:
THE DIRECTORS
NA,E OF COMPANY
REGISTERED OFFICE OF COMPANY
DATE
Dear (name),
Name of company
I give notice pursuant to the CA 2006 of my intention to propose the following resolution as an ordinary resolution at the next general meeting of the company on.
- that name be removed from office as a director of the company with immediate effect from date.
Yours faithfully
loan agreement
minutes of board meetings and general meetings
board meetings:
- Headings
a) NAME OF COMPANY (the Company)
b) minutes of the board of directors of the Company held at address, date, time
c) present, in attendance and apologies for absence received from … - Notice and quorum
- declaration of interests
- business of the meeting
a) CHAIRPERSON REPORTED THAT THE BUSINESS OF THE MEEITNG WAS - go through each issue that was addressed in the board meeting
- filing and administration
- clos
structure of general meeting minutes
Headings:
a) NAME OF COMPANY (‘the Company’)
b) Minutes of a General Meeting of the Company held at [address] on [date] at [time]
c) Present, in attendance and apologies for absence received from…
- NOTICE AND QUORUM
- if short notice was used, confirm this
- state whether the meeting was quorate. - DECLARATION OF INTERESTS
- list this in a table
- state whether the company’s articles allow that director to vote or count in the quorum - BUSINESS OF MEETING
- chair person reports the business of the meeting was - GO THROUGH EACH ISUE THAT WAS ADDRESSED IN THE BOARD MEETING
- chairperson proposed the following resolution as an ordinary / special resolution - FILING AND ADMINISTRATION
- CLOSE
- there being no further business, the meeting is then closed
- signed by the chairperson and dated
supply agreement / clauses
partnership agreement
execution clauses
written resolution
- headings
a) company number
b) the companies act 2006
c) private or public company
d) written resolutions of name of company (the Company)
e) circulated on date
intro: Pursuant to the CA 2006, the directors of the company proposed that the following resolutions be passed as special or ordinary resolutions
state what the resolutions are
signing off
explanatory note at end of written resolutions
- details of how to return resolution
- that if they do not agree, they do not need to do anything
silence will not amount to agreement - once they have agreed, they cannot revoke.
- if sufficient agreement is not obtained (by lapse date) then the resolutions lapse
- if a person is signing on behalf of someone else under power or attorney, please could they send a copy of the POA other authority when returning this document
notice general meeting
- headings
A) NAME OF COMPANY
COMPANY NUMBER
NOTICE OF GENERAL MEETING
NOTICE IS GIVEN THAT A GENERAL MEETING WILL BE HELD ON DATE AND TIME AT LOCATION FOR THE FOLLOWING PURPOSES: - detail general nature of business to be conducted at the general meeting
- detail the special resolutions that will be proposed
- closing
a) by order of the board
b) signed by chaiperosn
c) address followed by date - not to shareholders specifying their right to appoint a proxy to attend, speak and vote at the meeting - proxy does not need to be a shareholder of the company
structure of short notice gm
- HEADINGS
a) NAME OF COMPANY
B) COMPANY NUMBER
C) AGREEMENT OF MEMBERS TO SHORT NOTICE OF A GENERAL MEETING - STATE THAT:
a) undersigned are all members
b) holding at least 90% in nominal value of shares giving the right to attend and vote at GM of the company
c) agree that the meeting at time, date and location, shall be duly convened notwithstanding the shorter notice than specified in the ca or the companies articles.
3: CLOSING:
a) dated
b) signature of each shareholder agreeing to short notice
