Procedure Plan Post Meeting Matters

Question 1

Every Procedure Plan

Answer 1

Keep Minutes of BM for 10 years- s. 248
Keep Minutes of GM for 10 years - s. 355
File Copy of Special Resolution to Registrar of Companies within 15 days - ss. 29(1)(a) and 30(1)
Company secretary to give notice of the GM to the shareholders, directors (s.310(1)) and auditors (s.502(2))

Written Resolution? - Keep it for 10 years (s. 355(1)(a))

Question 2

Directors’ Service Contracts

Answer 2

Copy of Service Contract - s. 228.

Question 3

Change of Registered Office

Answer 3

AD01 to Registrar of Companies as soon as possible - s.87(1)

Question 4

Change of Accounting Reference Date

Answer 4

AA01 to Registrar of Companies as soon as possible - s.392(1)

Question 5

Change of Articles

Answer 5

File Copy of Amended Articles with Companies House within 15 days - s.26.

Question 6

Appointment/Removal of Directors

Answer 6

Company Secretary to file with the Registrar of Companies:

• Form notifying appointment of director within 14 days (s.167(1)) - Form AP01.
• Form notifying termination of directors’ appointment within 14 days (s.167(1)) - Form TM01.

Company Secretary to update Register of Directors (s. 162).

Question 7

Appointment/Removal of Company Secretary

Answer 7

Company Secretary to file with the Registrar of Companies:

• Form notifying appointment of Company Secretary within 14 days (s.276(1)) - Form AP03.
• Form notifying termination of Company Secretary within 14 days (s.276(1)) - Form TM02.

Company Secretary to update Register of Secretaries (s. 275).

Question 8

Change of Name

Answer 8

Notice of change of name to Registrar of Companies as soon as possible (s78(1) - Form NM01 and fee.)

The certificate of incorporation on change of name will be received in due course and the change of name will take effect from the date on which the certificate is issued (s.81(1)).

NB - s.82 requirement to disclose company name.

Question 9

Change of Articles

Answer 9

Company Secretary to file with the Registrar of Companies:

- Copy of the new Articles of Association within 15 days (s.26(1)).

Question 10

Director’s Service Contract

Answer 10

Retain a copy of the service contract at the registered office for inspection (s.228(2)(a)) or such other place as has been notified to the registrar (s. 228(4)).

Question 11

Allotment of new shares

Answer 11

File with Companies House:
(If applicable) Within 15 days a copy of the OR to activate directors powers to allot (SI 2008/2860 sch2 para 42(3)).
(If applicable) Within 15 days a copy of the OR to remove ASC limit SI 2008/2860 sch2 para 43(3)
(If applicable) Within 15 days a copy of the OR to authorise allotment (s.551(9), s.29(1), s.30)
Within 1 month SH01 Return of Allotment of Shares (s.555(2)) including Statement of Capital (s.555(3) and (4).

Update company registers:
Register of members (s.113) within 2 months (s.554)

Other actions:
Within 2 months prepare and issue share certificates (s.769).

Question 12

Buyback of Own Shares

Answer 12

Filings at Companies House:
Within 28 days of the date of purchase a return must be sent to Companies House (Form SH03) (s. 707(1)) and a notice of cancellation of the shares
(Form SH06) (s. 708(1)) together with a statement of capital (Form SH19) (s. 708(2)).

Company Books:
Direct Company Secretary to amend Register of Members (s.113(1)).

New share certificate to be issued and old share certificate cancelled.

Keep a copy of the contract at the premises for 10 years from the date on which the purchase of the shares under the contract is completed (s. 702(3)).