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BLP (5)


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When we consider ORs and SRs do we include all members eligible to vote or all members in attendance (including by proxy) at the GM?
Only need to include this members in attendance (including by proxy) at the GM. Do not need to consider all eligible members.
How many days' notice is required for a GM and what is the authority? What should you also consider?
14 clear days' notice (s. 307(1))

Should also consider what clear days means (s. 360(2))

How to remember what to run through in the first two stages of a procedure plan?
Who calls? - Why
Notice? - Not
Quorum? - Queue
Agenda? - Around a
Voting? - Volcano

How to remember what to cover in Board Meeting 2?
Think 'And whaat?!':

What happens next

How to remember what post meeting matters to run through
Think 'Must close book', i.e. terms of closing out the point once and for all.

Must - Minutes
Close - Companies House
Book - Company Books

What do you usually do in BM1?
Generally change the management and ownership of the company asap. Want to make sure correct shareholder is making the decisions at the GM.
What does the Agenda section cover?
It covers all of the matters that the board will discuss.
What will always be the first point on any meeting agenda?
Report to the meeting the background of the matter
What should follow the agenda of a BM in relation to voting, etc.
Procedure plan should list the board resolutions to be passed by the directors with application. Important that examiner knows you know that the points are BRs.
What must you make sure you do when appointing and resigning directors in BM1?
Appointment of directors and resignation of directors must be in that order to ensure that a quorum of directors is maintained otherwise the meeting becomes inquorate.
When transferring shares, why would the transferee be entered into the register of members in BM1?
The prerequisite steps, namely execution of a stock transfer form, exchange of share certificate and payment of nominal consideration have already taken place. Co Sec is now presenting received STF and SC to Board for approval.
When might the transferee in a share transfer need to carryout an additional step before sending the STF and SC to the CoSec of the company in which shares are being purchased?
Transfers for consideration over £1000 need to be sent to the Stamp Office to pay Stamp Duty on the transfer.
Do directors technically have a power to refuse to register a transfer of shares?
Yes - MA 26(5)
What should you do in your procedure plan in BM1 in relation to the transfer of shares?
Make a note of the fact that the Directors have approved registration of the transfer.
In relation to the registration of a transfer of shares, what should happen after BM1?
1 - Board should inform CoSec that they're happy to register the transfer
2 - Co Sec should then amend the register of members. At this point the new individual becomes a new member (s. 112(2))
Why is it important to deal with the transfer of shares and registration of the new member before notice of a GM is dealt with?
Vital to ensure the correct shareholder receives notice of the GM. Failure to register then the GM notice would be sent to original owner.
If a transfer of shares has taken place, what is the usual post meeting matters for BM1?
CoSec to send out new share certificate to transferee.
What should a CoSec remember to do if only some shares had been sold to another individual?
Issue a new share certificate to the transferor reflecting his/her diminished amount.
What is required re approving a form of notice of GM in your procured plan?
You should state 'approve the form of notice of GM'.
What should notice of a GM include?
(1) Date, time and place (s. 311)

(2) Precise wording of any SR (s. 283(6) and Re Moorgate Mercantile (and OR good

(3) State member may appoint proxy (s. 325(1))

In relation to calling a GM, what should your procedure plan state?
Call a GM (s. 302)
In relation to giving notice of a GM, what should the BR direct the Co Sec to do?
Notice in accordance with s. 308. Send to:

every member (s. 310(1)(a)); and
every director (s. 310(1)(b)).

What should you remind the Board to do if there are any post meeting matters?
'Direct the Co Sec to deal with the post meeting matters listed
What is one easy make to lose?
Forgetting to write things like 'Agenda', 'Close board meeting' or 'Adjourn board meeting'.
Where a GM has taken place, what is the first item on the agenda of BM2?
'Report to the meeting that the resolution(s) in the GM have been passed.
In relation to board resolutions, what should the second points in your procedure plan state under Agenda for both BM1 and BM2?
'Propose board resolutions to: [then sub-list]'
What will the BRs be in BM2?
Either resolutions to do anything not already done in BM1 or to implement the decisions taken by the members in the GM.
For housekeeping points, what should you remember to do at the start of your procedure plan?

(1) MA means 'Model Articles for private companies';
(2) CA means 'Companies Act 2006'
(3) 's.' means section in CA

What must you remember to do at each stage where you describe an action on an individual?
Remember to apply to the facts using the names of the individuals involved.
What is the post meeting matters for the Co Sec for appointment of directors?
Send forms notifying the Registrar of
Companies within 14 days (s. 167(1)) - Form AP01
What is the post meeting matters for the Co Sec for notifying termination of directors’ appointment
File forms notifying the Registrar
of Companies within 14 days (s. 167(1)) - Form TM01
What is the post meeting matters for the Co Sec for notifying appointment of a Co Secretary?
File a form notifying the Registrar of
Companies within 14 days (s. 276(1)) - Form AP03
What is the post meeting matters for the Co Sec for termination of secretary’s appointment?
File a form notifying the
Registrar of Companies within 14 days (s. 276(1)) - Form TM02
What should a company secretary update when directors or secretaries resign or are appointed?
The company’s register of directors and secretaries (s. 162 and s. 275)
Where you are dealing with an authorised representative of a corporate member, what must you make sure you see?
Need to see a copy of the board minutes of the member authorising the individual to act as its corporate representative at the general meeting (s. 323(1)).
What is the post meeting matters for the Co Sec when a company changes its name?
(1) Notice of change of name to Registrar of Companies as soon as possible (s. 78(1)
(2) use Form NM01 and send any applicable fee.
When will a company's change of name take effect?
Take effect from the date on which the
certificate of incorporation on change of name is issued (s. 81(1))
What is the post meeting matters for the Co Sec when a company changes its registered office?
File a notice of change of registered office to Registrar of Companies as soon as possible (s. 87) - Form AD01
What is the post meeting matters for the Co Sec when a company changes its accounting reference date?
File notice of change of accounting reference date to Registrar of Companies as soon as possible (s. 392) - Form AA01.
What is also worth mentioning when a company changes its name?
Company must comply with s. 82 (requirement to disclose name in specified locations) and if the company has a seal, produce a new seal to comply with s. 45.
How can procedure plans be shortened?
1) Convene a GM on shorter notice (s. 307(4)-(6))

2) Ask SH to pass the SR by written resolution (s. 288 CA)

What must you consider if normal notice is posted to shareholders?
Must add 48 hours to notice period (NOTE: you must only include working days in this 48 hour period).
Who can agree to short notice for a GM? What is the authority?
Must be agreed to by a majority of members who together hold 90% of the company's shares (or such higher percentage as may be specified in the articles up to a maximum of 95%). (s. 307(4) - (6)).
In relation to short notice, what should you do in the assessment when you have a single member company?
Highlight the ease of holding the meeting on short notice as these requirements will easily be met.
When can you not use the written resolution procedure?
To remove a director; or
To remove an auditor.
What section of the companies act states that all shareholder resolutions may be proposed as a written resolution (bar two)?
s. 288(3)(a)
Who must a copy of a written resolution be sent to?
Every eligible member
What section defines what is meant by eligible member?
Every eligible member who would at that date have been entitled to vote at a general meeting
How do you know when a written resolution is passed?
Written resolution is passed when required majority of eligible members have signified their agreement to it (s. 296(4))
When will a written resolution lapse?
S. 297(1)(a) as provided in articles or (b) after 28 days of circulation date if none is specified.
What is important to note in relation to decisions of a single member company?
S. 357(1) and (2), decision not made by written resolution must be documented in writing.

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