SGS 5 (Shelf Company Changes)

Question 1

How do secretaries resign?

Answer 1

By letter from outgoing secretary (effective from date set out in letter).

Usual to have a BR to accept resignation.

Question 2

Appointment of a secretary?

Answer 2

director's general authority (MA's 3 and 5) 
PMMs AP03 (s.276(1). 
Update register of secretaries (s.275).

Question 3

Resignation of a director?

Answer 3

Ensure after appointments made.

Letter from outgoing director (effective from date set out in letter) 
MA 18(f)

Question 4

Appointment of a new chairperson?

Answer 4

At BM1 
MA 12(1): directors appoint one.

Question 5

In relation to transfer of subscriber shares, what happens in BM1?

Answer 5

Propose BR to receive and approve transfer of SUBSCRIBER shares (s.771 and MA 26)

Instruct secretary to enter new SH in register of members immediately (s.112 and 113(2).

Question 6

Why is it essential, in converting a shelf company to immediately register new shareholders?

Answer 6

New SH only entitled to receive notice of and vote at GM once name entered in register of members.

Question 7

What course of action must be taken if the company has only one member?

Answer 7

Add a statement in register of members that it only has one member, s.123(2).

Question 8

What is a PSC?

Answer 8

A person who: owns more than 25% of shares or voting rights; has power to appoint or remove a majority of board; otherwise exercises ‘significant control’.

Question 9

PMMs for transfer of shares?

Answer 9

s.790VA
PSC02 (appointment)
PSC07 (cease)

Update PSC register (s.790M)
Issue new share certificates (s.776).

Question 10

When / what happens to change of registered office?

Answer 10

BM2 = (BR to instruct secretary to complete required form)

PMM
s.87(1) give notice to registrar asap rocky
Form AD01

Question 11

When should accounting reference data be changed?

Answer 11

BM2 (BR to instruct secretary to complete required form)

Notice of change of accounting reference data as soon as possible - form AA01.

Question 12

When are auditors appointed?

Answer 12

BM2 (s.485(3)) - by directors.

Question 13

Forms for the following: 
Change of name
Appointment of director 
appointment of secretary 
change of accounting ref data 
termination of secretary 
termination of director 
PSC
Ceasing to be a PSC
Change of registered office

Answer 13

NM01
AP01
AP03
AA01 
TM02
TM01
PSC02
PSC07
AD01

Question 14

Transfer of shares?

Answer 14

STF executed

STF and share certificate sent to Co Sec.

STF presented to board

Board pass BR approving transfer

Name entered on reg of members

New share certificate issues.