Review of Company Procedure - LGS 11

Question 1

Articles of Association

Answer 1

Articles are contract between company and shareholders (key constitutional document - rules for directors)
Model articles:
Article 3 - directors’ general powers
Article 7 & 8 - directors decision-making
Article 11 - quorum requirements
Articles 14 - directors with personal interest unable to vote or count
Article 17 - appointment of directors

Question 2

Companies Act 2006

Answer 2

~Amending articles - s21(1)
Changing company name - s77(1)
~ Approving fixed term service contracts for directors if +2years - s188(2)
~ Authorising share issue (if more than one class of share) - s551(1)
~ Disapplication of pre-emption rights on share issue - s596-571
~ approving substantial property transaction - s190(1)
~ loans to directors - ss204 & 207

Question 3

Director decisions

Answer 3

Board resolution
Board meeting
simply majority in meeting
unanimity in writing.

Question 4

Shareholders decisions

Answer 4

General meeting
Ordinary - 50%
Special - 75%
same regardless of written or in meeting

Question 5

Decisions paperwork

Answer 5

AA01 - change in ARD
AD01 - change in registered office
AP01 - appointment of director
AP03 - appointment of company secretary
MR01 - registration of a charge
NM01 - change name
SH01 - return on allotment/ issue of shares
TM01 - termination of director appointment
TM02 - termination of company secretary appointment

Question 6

Statutory books

Answer 6

Register of directors
Register of members
Register of charges