Legal Drafting - Business

Question 1

What is the structure of a written resolution?

Answer 1

1. Headings:
   a) Company number
   b) The CA 2006
   c) Private or public company
   d) Written resolutions of [name of company] (‘the Company)
   e) Circulated on [date]
2. Intro: Pursuant to the CA 2006, the directors of the company proposed that the following resolutions be passed as [special or ordinary resolutions]
3. State what resolutions are
4. Signing off
   a) Please read explanatory note at the end of this document before signifying your agreement to the resolutions
   b) We, the undersigned, were at the time the resolutions were circulated entitled to vote on the resolutions and irrevocably agree to the resolutions
5. Signatures and date for each shareholder that can vote
6. Explanatory note for shareholders

Question 2

At the end of a written resolution, what should the explanatory note for shareholders include?

Answer 2

1. Details of how to return resolution
   - Hand, post, fax or e-mail
2. That if they do not agree to the resolution, they do not need to do anything
   - Silence will not amount to agreement to the resolution
3. Once they have agreed to the resolution, they cannot revoke agreement
4. If sufficient agreement for the resolution is not obtained by [lapse date], then the resolutions will lapse
5. If person is signing on behalf of someone else under a Power of Attorney/other authority, please could they send a copy of the PoA/other authority when returning this document

Question 3

What is the structure of a board meeting minutes?

Answer 3

1. Headings:
   a) NAME OF COMPANY (‘the Company’)
   b) Minutes of a meeting of the Board of Directors of the Company held at [address] on [date] at [time]
   c) Present, in attendance and apologies for absence received from…
2. Notice and quorum

[3. Declaration of interests]
- List this in a table
- State whether the company’s articles allow that director to vote/count in the quorum

4. Business of meeting
   - Chairperson reported that the business of the meeting was…
5. Go through each issue that was addressed in the board meeting
6. Filing and administration
7. Close
   - There being no further business, the meeting then closed
   - Signed by Chairperson and dated

Question 4

What is the structure of a general meeting minutes?

Answer 4

1. 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…
2. Notice and quorum
   - If short notice was used, confirm this
   - Then state whether meeting was quorate

[3. Declaration of interests]
- List this in a table
- State whether the company’s articles allow that director to vote/count in the quorum

4. Business of meeting
   - Chairperson reports that the business of the meeting was…
5. Go through each issue that was addressed in the board meeting
   - Chairperson proposed the following resolution as a [special/ordinary] resolution of the Company
   - Chairperson put resolution to the meeting, took the vote on [show of hands/poll] and declared…
6. Filing and administration
7. Close
   - There being no further business, the meeting then closed
   - Signed by Chairperson and dated

Question 5

What is the structure of a notice of a general meeting?

Answer 5

1. Headings:
   a) NAME OF COMPANY (‘the Company’)
   b) COMPANY NUMBER
   c) NOTICE OF GENERAL MEETING
   d) NOTICE is given that a general meeting of the Company will be held on [date] at [time] at [location] for the following purposes:
2. Detail general nature of business that is to be conducted at the GM
3. Detail the special resolutions that will be proposed
4. Closing:
   a) By order of the board
   b) Signed by chairperson
   c) Address followed by date
5. Note to shareholders specifying their right to appoint a proxy to attend, speak and vote at the meeting
   - Proxy does not have to be a shareholder of the Company

Question 6

What is the structure of short notice of a general meeting?

Answer 6

1. Headings:
   a) NAME OF COMPANY (‘the Company’)
   b) COMPANY NUMBER
   c) AGREEMENT OF MEMBERS TO SHORT NOTICE OF A GENERAL MEETING
2. State that:
   a) Undersigned are all members
   b) Holding at least 90% (95% for public companies) in nominal value of shares giving the right to attend and vote at GM of company
   c) Agree that the meeting at [time, date and location] shall be duly convened notwithstanding the shorter notice than that specified in CA 2006 or the company’s articles
3. Closing:
   a) Dated
   b) Signature of each shareholder agreeing to the short notice

Question 7

What is the structure of a special notice to remove a director?

Answer 7

Structured as a letter

The Directors
[Name of company]
[Registered office of company]

Date

Dear [name],

[NAME OF COMPANY]

I give notice pursuant to the Companies Act 2006 of my intention to propose the following resolution as an ordinary resolution at the next general meeting of the Company on [date].

1. That [name] be removed from office as a director of the Company with [immediate] effect from [date]

Yours faithfully