Corporate Procedure Generator

Choose the necessary actions to generate a complete corporate procedure plan for a private company. All section references are to the Companies Act 2006 unless stated otherwise. Please email James Jirtle with any errors or omissions.

Corporate Procedure Generator

All section references are to the Companies Act 2006 unless stated otherwise. These procedures are for private companies, although some will apply to public companies as well. Developed by James Jirtle http://jamesjirtle.com/cgp/

Note: This website is provided for information only and is not intended to constitute legal advice. The author accepts no liability for the use or misuse of this information. By accessing this website, you are agreeing to these terms.
Options

Actions

Summary

Enter into routine contract

Directors can enter into most contracts under their general powers MA 3 / TA 70, and will need to authorise someone to execute the contract on the company’s behalf.

Change registered address

Directors can change the registered address under their general powers MA 3 / TA 70 by giving notice to the registrar s87(1) using AD01. The change takes effect on notice, but the old address remains valid for service for 14 days s87(2).

Change accounting reference date

Directors can change the accounting reference date under their general powers MA 3 / TA 70 by giving notice to the registrar s392(1) using AA01.

Change articles

A company may amend its articles by SR s21. These must be filed with the registrar s26 along with a copy of the SR ss29-30.

Change company name

A company may change its name by SR s77. It must give notice to the registrar s78(1) using NM01 and submit a copy of the SR ss29-30. The change of name is not effective until the registrar issues a new certificate of incorporation s81.

Enter into secured loan agreement

Directors can enter into most loans (other than those to directors) under their general powers MA 3 / TA 70. If the company is offering security for the loan, the charge may (and should) be registered with Companies House within 21 days s859A. Unregistered charges are void on insolvency s859H. The company must also keep copies of debentures s859P available for inspection s859Q. Before 6 April 2013, registration of charges was required s860 within 21 days s870. Unregistered charges were void on insolvency s874(1) and failure to register was an offence s860(4). This mandatory registration scheme was replaced by SI 2013/600.

Register share transfer

A company must not register a transfer of shares unless a proper instrument of transfer has been delivered to it s770 (i.e. one that can be stamped s776(2)). Directors may refuse to register a share transfer s771(1)(b), MA 26(5) (Table A: if the shares are not fully paid (or in other specific circumstances) TA 24) but the company must give reasons for the refusal within 2 months s771(1). On registration, the company will need to issue new share certificates s776(1) and update its register of members s113.

Appoint director

Directors can appoint a new director MA 17(1)(b) / TA 79 (although under pre-2007 versions of Table A the director can only serve until the next AGM unless reappointed at that meeting). The company must update its register of directors s162 and register of directors’ residential addresses s165, and must notify the registrar within 14 days s167(1)(a) using AP01.

Approve long-term service contract

Members must pass an OR before the company can enter into a service contract with a director for more than two years s188(2)(a). A memorandum with the proposed contract must be circulated with the WR s188(5)(a), or be made available at the GM and for 15 days before (including the date of the meeting) s188(5)(b). A copy of the contract must be kept available for inspection s228.

Approve substantial property transaction

Members must approve transactions by OR s190(1) where

  1. The asset is a non-cash asset
  2. The value exceeds 10% of the company's asset value and is more than £5,000, or is over £100,000 s191(2)
  3. The transaction is with a director or person connected with a director of the company (defined in s252)

Approve loan to director

Members must pass an OR to approve a loan to a director or a guarantee on his behalf s197(1). Similar provisions apply to quasi-loans s198, loans and quasi-loans to connected persons s200, and credit transactions s201. These do not apply to

  • Expenditure on company business up to £50,000 s204
  • Minor transactions below £10,000 s207

A memorandum must be circulated with the WR s197(3)(a), or be made available at the GM and for 15 days before (including the date of the meeting) s197(3)(b), setting out the

  1. Nature of the transaction
  2. Amount of the loan and the purpose for which it is required
  3. Extent of the company's liability under any transaction connected with the loan s197(4)

Accept director’s resignation

A director may resign by giving notice to the company MA 18(f) / TA 81(d). The company must update its register of directors s162 and register of directors’ residential addresses s165, and must notify the registrar within 14 days s167(1)(a) using TM01.

Remove director

A director may not be removed from office under s168 by written resolution.

A director may be removed from office by OR passed at a GM s168(1) following special notice s168(2), notwithstanding any agreement between the company and the director (i.e. the director's employment contract) or any provision in the company's articles.

Because special notice is required, the resolution will not be effective unless notice of the intention to move it has been given to the company at least 28 clear days before the meeting s312. The company must, where practicable, give its shareholders notice of such a resolution in the same manner and at the same time as it gives notice of the meeting s312(2). Where this is impractical for the company, it must give notice by newspaper advert (or as otherwise permitted by articles) at least 14 clear days before meeting s312(3).

The director is entitled to be heard on the resolution at the GM and may make representations which are to be distributed to members in advance (if received in sufficient time) or read out at the meeting s169.

Re-register as public company

To re-register as a public company a company must first

  1. Have at least 2 directors s154(2)
  2. Have the required allotted share capital: must not be less than the authorised minimum s91(1)(a),currently £50,000 s763(1)(a), and each share must be paid up to at least a quarter of its nominal value together with the whole of any premium s91(1)(b)
If these requirements are not met, follow the procedure for appointing a director and/or allotting shares before continuing.

The company must also appoint a company secretary s271 who meets the qualifications in s273. This can be done (Table A: by the directors under TA 99 or) by including a statement of proposed secretary s95 with the company’s application for re-registration s94(1)(b).

The members must pass SRs to approve the re-registration s90(1)(a), change the company’s name to include plc or Public Limited Company s90(3)(a) and alter the articles so that they are suitable for a public company s90(3)(b).

The company must submit an application for re-registration using RR01 accompanied by

  1. A copy of the SR to re-register s94(2)(a)
  2. A copy of the revised articles s94(2)(b)
  3. A balance sheet not more than seven months old containing an unqualified report from the company's auditors s94(2)(c)
  4. A valuation report on any shares allotted for non-cash consideration between date of balance sheet and date of SR s93
  5. A statement of compliance with these requirements s90(1)(c)(ii)

The re-registration is effective when the company is issued with a new certificate of incorporation s96(4)(a).

Allot new shares (s550)

This method of allotting shares is only available for private companies with one class of shares. All other companies must use the procedure in s551. Check whether the directors have an existing power to allot, which can be valid for up to 5 years s551(3)(b)

In general, directors cannot allot without authorisation s549. Directors of a private company with one class of shares may allot shares under s550, subject to any restrictions in the articles. For companies incorporated before 1 October 2009, the power to allot under s550 may need to be activated by OR SI 2008/2860 sch2 para 43.

For companies incorporated before 1 October 2009, check that any limit on Authorised Share Capital (ASC) in the company’s memorandum is sufficient for the allotment. The ASC operates as a restriction in the articles s28(1) and can be removed by OR SI 2008/2860 sch2 para 42.

New equity securities s560 must first be offered pro rata to existing members on the same or more favourable terms s561(1) for at least 14 days s562. Pre-emption rights do not apply when

  • There is non-cash consideration s565
  • There is an allotment of shares which are not equity securities s560
  • Articles impose their own, equivalent pre-emption regime s568

For private companies with one class of shares, statutory pre-emption rights can be disapplied by a provision in the articles s567 or by SR s569.

After receiving authorisation and disapplying pre-emption rights (if necessary) the directors will need to allot the shares and, on receipt of payment and within 2 months of allotment s769, seal and issue the share certificates. The company must send any OR removing the ASC limit SI 2008/2860 sch2 para 42(3) and any OR activating directors’ powers under s550 SI 2008/2860 sch2 para 43(3) to the registrar within 15 days, and SH01 within 1 month of the allotment s555.

Allot new shares (s551)

Check whether the directors have an existing power to allot, which can be valid for up to 5 years s551(3)(b)

In general, directors cannot allot without authorisation s549. Members may authorise directors to allot shares by OR s551(1). The resolution must state

  1. The maximum number of shares
  2. When the authority expires (no later than 5 years s551(3)(b))
  3. Whether the authority is general or specific

For companies incorporated before 1 October 2009, check that any limit on Authorised Share Capital (ASC) in the company’s memorandum is sufficient for the allotment. The ASC operates as a restriction in the articles s28(1) and can be removed by OR SI 2008/2860 sch2 para 42.

If the company wishes to create a new class of shares the members must either pass a SR amending the articles or an OR under MA 22(1) / TA 2.

New equity securities s560 must first be offered pro rata to existing members on the same or more favourable terms s561(1) for at least 14 days s562. Pre-emption rights do not apply when

  • There is non-cash consideration s565
  • There is an allotment of shares which are not equity securities s560
  • For private companies: the articles state that the statutory regime does not apply or are inconsistent with it s567
  • Articles impose their own, equivalent pre-emption regime s568

For acts under a general authority, pre-emption rights can be disapplied by SR for as long as the authority to act is valid s570. For acts under a specific authority, pre-emption rights can be disapplied by SR s571 where

  1. Directors recommend the resolution s571(5)
  2. Directors make a written statement setting out the reasons for the recommendation, the amount to be paid for the shares and the justification of that amount s571(6)

After receiving authorisation and disapplying pre-emption rights (if necessary) the directors will need to allot the shares and, on receipt of payment and within 2 months of allotment s769, seal and issue the share certificates. The company must send the OR giving directors the power to allot to the registrar within 15 days s551(9), and SH01 within 1 month of the allotment s555.

Buyback of shares out of profits

In general, a private company may not purchase its own shares s658(1). There are two exceptions for buybacks out of profits

  • s694 Off-market purchase out of distributable profits
  • s701 Market purchase out of distributable profits

In both cases

  1. There cannot be any restrictions in the company’s articles s690(1)(b)
  2. The shares must not constitute the entire issued share capital (excluding redeemable shares) s690(2)
  3. The shares must be fully paid s691(1)
  4. The shares must be paid for on purchase s691(2)

For market purchases under s701, the terms of the contract must be authorised by OR s701(1) specifying the maximum number of shares and maximum and minimum prices that may be paid s701(3). This authority lasts for a maximum of 5 years s701(5). Note This option is not detailed in the procedure plan below.

For off-market purchases, the terms of the contract must be authorised by OR s694(2) and a copy of the contract must be available for inspection at least 15 days before the GM and at the GM or circulated with the WR s696(2). This authority lasts for a maximum of 5 years s694(5).

In all cases, the company must send SH03 Return of purchase of own shares s707 and SH06 Notice of cancellation of shares s708 to the registrar within 28 days.

The amount by which the company's share capital is diminished (taking into account any fresh issue s733(3)) must be transferred to the capital redemption reserve s733(2), which is treated as part of the paid up share capital s733(6). Bought-back shares are treated as cancelled s706(b)(i).

Buyback of shares out of capital

In general, a private company may not purchase its own shares out of capital s658(1) except by following the procedure in s709. For the buyback to proceed

  1. There cannot be any restrictions in the company’s articles s709(1)
  2. The shares must not constitute the entire issued share capital (excluding redeemable shares) s690(2)
  3. The shares must be fully paid s691(1)
  4. The shares must be paid for on purchase s691(2)

The terms of the contract must be authorised by OR s694(2) and a copy of the contract must be available for inspection at least 15 days before the GM and at the GM or circulated with the WR s696(2). This authority lasts for a maximum of 5 years s694(5). Additionally

  1. The members must pass a SR authorising payment out of capital s716(1)
  2. The directors must make statement of solvency, stating that the company is solvent and will remain so for the next 12 months s714. The statement must be signed by all directors SI 2009/388 s5 within 1 week of the SR s716(2) and exposes them to liability on insolvency within 1 year Insolvency Act 1986 s76
  3. The amount of capital which may be used is limited to the permissible capital payment (PCP) determined under s710-712, based on accounts no more than three months old s712(6-7)
  4. The company’s auditors must produce a report checking the PCP and stating that directors’ statement seems reasonable s714(6)
  5. The directors’ statement and auditors’ report must be available at the GM or circulated with the WR s718(2)

Following authorisation of a purchase out of capital, the directors must

  1. Place a notice in the London Gazette or give written notice to creditors within 1 week s719
  2. File a copy of the auditors’ report and directors’ statement with the registrar no later than the date notice is published s719(4)
  3. Pass a BR to enter into the buy-back contract (payment out of capital can be made no earlier than 5 weeks and no later than 7 weeks after authorisation s723(1))

Creditors and other shareholders have a 5 week period from SR in which to object s721.

The company must send SH03 Return of purchase of own shares s707 and SH06 Notice of cancellation of shares s708 to the registrar within 28 days .

The amount by which the company's share capital is diminished (taking into account any fresh issue s733(3)) must be transferred to the capital redemption reserve s733(2), which is treated as part of the paid up share capital s733(6). Bought-back shares are treated as cancelled s706(b)(i).

Reduce share capital

A private company may reduce its share capital by passing a SR supported by a solvency statement s641(1)(a), provided the company’s articles do not prohibit it s641(6). The directors must state that the company is solvent and will remain so for the next 12 months after the reduction of share capital s643(1). The statement must be made within 15 days of the resolution being passed s642(1)(a), must be signed by all directors SI 2008/1915 s2, and must be circulated with the WR s642(2) or made available at the GM s642(3).

After the resolution is passed, the directors must sign a statement that the SR was passed within 15 days of the solvency statement being made s644(5) and must deliver this, along with the solvency statement s644(1)(a), a statement of capital s644(1)(b) and SH19 to the registrar within 15 days s644(1). The reduction of capital takes effect on registration of these documents s644(4).

The value of the cancelled shares becomes distributable profit, which can be used to pay for the shares or held in reserve for other actions requiring payment out of profit (e.g. payment of dividends).

Pay interim dividends

Directors may decide to pay interim dividends MA 30(1) / TA 103. A company must have profits available to make a distribution s830(1). These are calculated by reference to the company’s “relevant accounts” s836, normally its most recent annual accounts.

Distributions in excess of a company's available profits are unlawful, and are liable to be repaid by members who knew or had reasonable grounds for believing that the distribution was unlawful s847(2). Directors who authorise payment of an unlawful dividend are in breach of their statutory duties (e.g. to exercise reasonable care and skill s174).

Pay final dividends

A company may declare final dividends by OR MA 30(1) / TA 102. The amount approved by members cannot exceed that recommended by the directors MA 30(2) / TA 102. A company must have profits available to make a distribution s830(1). These are calculated by reference to the company’s “relevant accounts” s836, normally its most recent annual accounts.

Distributions in excess of a company's available profits are unlawful, and are liable to be repaid by members who knew or had reasonable grounds for believing that the distribution was unlawful s847(2). Directors who authorise payment of an unlawful dividend are in breach of their statutory duties (e.g. to exercise reasonable care and skill s174).


Board Meeting

Always check the company’s articles to see if any provisions of the Model ArticlesTable A have been changed.
A board meeting is only required for the removal of a director under s168 if the resolution is being proposed by the other directors. If the GM is being called by the members, the company must receive notice of the resolution to remove a director at least 28 clear days in advance s312.
Where directors already have the power to allot under s550, the ASC is sufficient and pre-emption rights are not being disapplied, no members’ decisions are necessary. See the second board meeting below for the relevant resolutions in that case.

Notice

Any director can call a board meeting MA 9(1) / TA 88 by

  1. giving reasonable notice Re Homer
  2. to all directors MA 9(3) (Table A: in the UK TA 88)
  3. in writing or otherwise MA 9(3)
  4. with the date, time and place of the meeting and the means of communication MA 9(2)

Declaration of interests

Directors must declare any interests in proposed transactions s177 unless

  1. the interest cannot reasonably be regarded as likely to give rise to a conflict of interest;
  2. the other directors are already aware of the nature and extent of the interest; or
  3. the interest concerns the director’s service contract s177(6)

Quorum

The minimum quorum is 2 directors MA 11(2) / TA 89.

Directors who have declared an interest cannot vote MA 14(1) / TA 94 and do not count towards the quorum MA 14(1) / TA 95. This restriction can be disapplied by OR MA 14(3)(a) / TA 96.

Voting

Each director has one vote and decisions are by simple majority MA 7(1) / TA 88. The Chairman has the deciding vote MA 13(1) / TA 88.

Resolutions

The board will resolve to

  1. Approve contract and authorise execution
  2. Change registered address
  3. Change accounting reference date
  4. Approve draft of new articles
  5. Approve proposed name
  6. Approve loan agreement and authorise execution
  7. Appoint new director MA 17(1)(b) / TA 79
  8. Approve draft long-term contract
  9. Approve draft contract for substantial property transaction
  10. Approve draft loan agreement
  11. Accept director’s resignation
  12. Approve form of resolution to remove director
  13. Register share transfer s771(1)(a)
  14. Issue new share certificates and authorise execution s776(1)
  15. Approve draft contract and authorisation(s) for buyback of shares
  16. Approve draft statement of solvency for buyback out of capital s714
  17. Approve form of resolution to reduce share capital
  18. Approve draft statement of solvency for reduction of share capital s643(1)
  19. Approve form of resolution to activate power to allot (if necessary)
  20. Approve form of resolution to remove ASC limit (if necessary)
  21. Approve form of resolution to authorise allotment
  22. Approve form of resolution to create a new class of shares (if necessary)
  23. Approve form of resolution to disapply pre-emption rights (if necessary)
  24. Approve form of resolution to re-register as a public company and alter company name
  25. Approve payment of interim dividends MA 30(1) / TA 103
  26. Recommend amount of final dividend
  27. Approve form of notice for GM (see below)
  28. Call GM (directors have authority under s302)
  29. Approve form of WR (see below)
  30. Resolve to circulate WR (directors have authority under s288(3)(a))
  31. Approve form of notice for GM (see below)
  32. Call GM (directors have authority under s302)
Directors must sign the statement of solvency within 1 week of the SR to authorise payment out of capital being passed s716(2). This must be circulated with the WR and made available at GM s718(2)
Directors must sign the statement of solvency within 15 days of the SR to reduce share capital being passed s642(1)(a). This must be circulated with the WR s642(2) and made available at GM s642(3)
A copy of the resolution for removing the director must be sent to the director concerned forthwith s169(1)

General Meeting

A GM may be called by the directors s302, members ss303-5, or by the court s306.
Any director subject to a removal resolution under s168 is entitled to be heard at the GM and may make representations which are to be distributed to members in advance (if received in sufficient time) or read out at the meeting s169

Notice

Notice must be given to the company’s

  1. Members and directors s310(1), TA 38
  2. Auditors s502(2), TA 38

and must

  1. Specify the time, date, place and general nature of the business s311, TA 38
  2. Include a statement of the right to appoint a proxy s325(1)
  3. Include the full text of any SR s283(6)(a)

Notice must be given at least 14 clear* days before the GM s307(1) (Table A: or 21 clear days where there is a SR TA 38). If notice is served by post or electronically, the notice period must include an additional 48 hours for deemed service s1147. *By s360

Notice of a resolution to remove a director under s168 must generally be given at least 28 clear days prior to the GM under the special notice provisions s312. Although the position is unclear, short notice is unlikely to be available for the removal of a director under s168
Short notice is not available because a copy of the contract/memorandum must be made available for 15 days before the meeting (including the date of the GM) for a long-term service contract s188(5)(b), loan to a director s197(3)(b) or share buyback s696(2)
Short notice

The meeting may be held on short notice s307(4-6) if

  1. A majority of members agree
  2. Those agreeing own at least (Table A: 95%) 90% of the nominal value of shares s307(6)(a) / TA 38 (default under s307(6)(a) is 90%)
  3. There are no specific notice period requirements that would preclude short notice

Quorum

The quorum is 2 s318(2), TA 40, unless there is only 1 member s318(1).

Voting

The default method of voting is by a show of hands MA 42 / TA 46.

A poll vote can be demanded by

  • The Chairman MA 44(2)(a) / TA 46(a)
  • The directors MA 44(2)(b)
  • 2 or more voting members MA 44(2)(c) / TA 46(b) (default in s321(2)(a) is 5 or more members)
  • Members representing at least 10% of voting rights s321(2)(b)
  • Members representing at least 10% of paid up share capital s321(2)(c)

An OR is passed by a simple majority s282. A SR is passed by at least 75% of the vote s283.

For a buyback of shares, shares proposed to be bought back cannot vote if their vote would change the outcome s695(3)

Resolutions

The members will need to pass the following resolution(s):

  1. SR to adopt new/amended articles s21
  2. SR to change the company’s name s77
  3. OR to approve long-term service contract s188(2)(a)
  4. OR to approve substantial property transaction s190(1)
  5. OR to approve loan to director s197(1)
  6. OR to remove director s168
  7. OR to approve contract for buyback of shares s694(2)
  8. SR to approve payment out of capital s716(1)
  9. SR to approve reduction of share capital s641(1)(a)
  10. OR to activate directors’ powers under s550 (if necessary) SI 2008/2860 sch2 para 43
  11. OR to remove ASC limit (if necessary) SI 2008/2860 sch2 para 42
  12. OR to authorise allotment s551(1)
  13. OR to create new class of shares (if necessary) MA 22(1) / TA 2
  14. SR to disapply pre-emption rights (if necessary) s569
  15. SR to re-register as a public company s90(1)(a) and alter name s90(3)(a)
  16. OR to declare final dividend MA 30(1) / TA 102
Although a second board meeting is not required to complete a change of articles, change of company name, removal of a director and/or payment of final dividend, one will usually be held so that the Chairman can note the passage of the resolution(s) and direct the completion of any administration.

General Meeting

A director may not be removed from office under s168 by written resolution.
A GM may be called by the directors s302, members ss303-5, or by the court s306.
Any director subject to a removal resolution under s168 is entitled to be heard at the GM and may make representations which are to be distributed to members in advance (if received in sufficient time) or read out at the meeting s169

Notice

Notice must be given to the company’s

  1. Members and directors s310(1), TA 38
  2. Auditors s502(2), TA 38

and must

  1. Specify the time, date, place and general nature of the business s311, TA 38
  2. Include a statement of the right to appoint a proxy s325(1)
  3. Include the full text of any SR s283(6)(a)

Special notice must be given at least 14 clear days before the GM s312(3) and generally at least 28 days prior to the GM s312(2). If notice is served by post or electronically, the notice period must include an additional 48 hours for deemed service s1147.

Although the position is unclear, short notice is unlikely to be available for the removal of a director under s168

Quorum

The quorum is 2 s318(2), TA 40, unless there is only 1 member s318(1).

Voting

The default method of voting is by a show of hands MA 42 / TA 46.

A poll vote can be demanded by

  • The Chairman MA 44(2)(a) / TA 46(a)
  • The directors MA 44(2)(b)
  • 2 or more voting members MA 44(2)(c) / TA 46(b) (default in s321(2)(a) is 5 or more members)
  • Members representing at least 10% of voting rights s321(2)(b)
  • Members representing at least 10% of paid up share capital s321(2)(c)

An OR is passed by a simple majority s282.

Resolutions

The members will need to pass the following resolution:

  1. OR to remove director s168
Although a second board meeting is not required to complete the removal of a director one may be held to note the passage of the resolution and direct the completion of any administration.

Written Resolution

Circulation

The WR must be circulated to all eligible members s291(2). Eligible members are those who would have been entitled to vote on the date of circulation s289(1).

For a buyback of shares, members holding shares to which the buyback applies do not count as eligible members s695(2)

Contents

In addition to the resolutions, the written resolution should contain

  1. For each SR, a statement that the resolution is a SR s283(3)
  2. A statement explaining how to signify agreement s291(4)(a)
  3. The date on which the resolution lapses s291(4)(b). By default, this is 28 days including the date of circulation s297(1)
  4. A copy of the proposed articles
  5. A memorandum setting out the terms of the proposed long-term service contract s188(5)(a)
  6. A memorandum setting out the terms of the proposed loan to director s197(3)(a), s197(4)
  7. A copy of the proposed buyback contract s696(2)
  8. The directors’ statement of solvency and auditors’ report s718(2)(a)
  9. The directors’ statement of solvency s642(2)

Voting

Each eligible member has one vote for each share they own s284(1)(a). The resolution is passed when the requisite majority of votes from all eligible members have been received: for a SR at least 75% s283(2); for an OR, a simple majority s282(2).

Resolutions

The members will need to pass the following resolution(s):

  1. SR to adopt new/amended articles s21
  2. SR to change the company’s name s77
  3. OR to approve long-term service contract s188(2)(a)
  4. OR to approve substantial property transaction s190(1)
  5. OR to approve loan to director s197(1)
  6. OR to approve contract for buyback of shares s694(2)
  7. SR to approve payment out of capital s716(1)
  8. SR to approve reduction of share capital s641(1)(a)
  9. OR to activate directors’ powers under s550 (if necessary) SI 2008/2860 sch2 para 43
  10. OR to remove ASC limit (if necessary) SI 2008/2860 sch2 para 42
  11. OR to authorise allotment s551(1)
  12. OR to create new class of shares (if necessary) MA 22(1) / TA 2
  13. SR to disapply pre-emption rights (if necessary) s569
  14. SR to re-register as a public company s90(1)(a) and alter name s90(3)(a)
  15. OR to declare final dividend MA 30(1) / TA 102
Although a second board meeting is not required to complete a change of articles, change of company name and/or payment of final dividend, one will usually be held so that the Chairman can note the passage of the resolution(s) and direct the completion of any administration.

Board Meeting

Shares can be paid for out of capital no earlier than 5 weeks and no later than 7 weeks after authorisation s723(1), and so director will normally pass the requisite BR during this period.

Preliminaries

The meeting must be held on adequate notice and satisfy the quorum requirements, as above. The directors must also declare any undeclared interests.

Business

The board will resolve to

  1. Enter into the long-term service contract and authorise execution
  2. Enter into the substantial property transaction and authorise execution
  3. Enter into loan to director and authorise execution
  4. Enter into the buyback contract
  5. Authorise payment for shares and Stamp Duty (if applicable)
  6. Allot shares pursuant to the terms of the application letter s550
  7. Allot shares pursuant to the terms of the application letter
  8. Authorise director/secretary to seal and issue share certificates on receipt of payment
  9. Approve statement of proposed secretary s95
  10. Approve statement of compliance s94(3)
  11. Authorise submission of application for re-registration

The Chairman will direct that any necessary administration is carried out.

The directors will also need to sign a statement that the SR to reduce share capital was passed within 15 days of the solvency statement being made s644(5).


Administration

File with Companies House
  • AD01 Change of registered office s87(1)
  • AA01 Change of accounting reference date s392(1)
  • A copy of the amended articles within 15 days s26
  • A copy of any SR within 15 days ss29-30
  • MR01 Particulars of a charge within 21 days s859A (£13 fee; £10 for e-registration)
  • NM01 Change of company name by SR s78 (£10 fee)
  • AP01 Appointment of individual director s167(1)(a) within 14 days
  • TM01 Termination of appointment of a director s167(1)(a) within 14 days
  • Copy of auditors’ report and directors’ statement no later than when notice is published (maximum 1 week) s719(4)
  • SH03 Return of purchase of own shares s707 within 28 days
  • SH06 Notice of cancellation of shares s708 within 28 days
  • SH19 Reduction of share capital s644(1) within 15 days
  • Statements of compliance s644(5), solvency s644(1)(a), and capital s644(1)(b) within 15 days
  • A copy of the OR to activate directors powers to allot SI 2008/2860 sch2 para 42(3) within 15 days
  • A copy of the OR to remove ASC limit SI 2008/2860 sch2 para 43(3) within 15 days
  • A copy of the OR to authorise allotment s551(9) within 15 days
  • SH01 Return of allotment of shares s555 within 1 month
  • RR01 Re-registration as public company s90(1)(c) (£50 fee)
  • A balance sheet not more than seven months old containing an unqualified report from the company's auditors s94(2)(c)
  • A valuation report on any shares allotted for non-cash consideration between date of balance sheet and date of SR s94(2)(d)
  • A statement of proposed secretary s94(1)(b)
  • A statement of compliance with the requirements for re-registration s90(1)(c)(ii)
Update company registers
  • Register of directors s162
  • Register of directors’ addresses s165
  • Register of members s113 within 2 months s554
  • Register of members s113 within 2 months s771(1)
  • Register of members s113
Keep records
  • Minutes of board meetings for 10 years s248(2), MA 15 / TA 100
  • Minutes of GMs for 10 years s355(1)(b)
  • Minutes of GMs for 10 years s355(1)(b)
  • Copies of WRs for 10 years s355(1)(a)
  • Copies of debentures creating charges s859P
  • Directors’ service contracts must be kept for inspection until 1 year after termination s228
  • Copy of the buyback contract must be kept for inspection for 10 years s702
Other actions
  • Enter into the contract
  • Enter into loan agreement
  • Update the company’s name s82
    • At its registered office Companies (Trading Disclosures) Regulations 2008 reg. 3
    • At other places of business Companies (Trading Disclosures) Regulations 2008 reg. 4
    • On business letters, order forms and websites Companies (Trading Disclosures) Regulations 2008 reg. 7
    • On other communications Companies (Trading Disclosures) Regulations 2008 reg. 6
  • Enter into the long-term service contract
  • Enter into the substantial property transaction
  • Enter into the loan to director
  • Execute new share certificates
  • Place a notice in the London Gazette or give written notice to creditors within 1 week s719
  • Pay for shares
  • Pay for shares and/or update accounts re share capital and distributable profits
  • Pay Stamp Duty (if applicable)
  • Cancel share certificates
  • Prepare and issue share certificates within 2 months s769