Board Resolution Checklist PDF

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Summary

Board Checklist...

Description

Board Resolution Checklist

Decision

Power of

Resolution

Authority

Note/ Admin/ Filing

1. Resignation of a director

The individual director

Director just needs to give notice.

MA18(F)

- TM01 – Notice of resignation under s.167 (1)(a) CA 06 - Must be filed Within 14 days of resignation @ CH - subject to a penalty for non filing s167(5) CA 06 - Resignation does not require a board resolution. If a director wants to leave they can leave. The director should notify the board - Internal registers updated - Every company must keep this available for SH inspection without charge (s162(1)) - If not done, all officers will be in default and the company will commit an offence (s162(6)) - s163(1), s163(5) and s164 set out what information is on there

2. Appoint a director

DIR (Default)/SH

Board resolution @ BM or OR by SH @ GM

MA17

CH: AP01 Notice of appointment under s.167 CA 06 (one form each) To be filed within 14 days to notify the Registrar of Companies of the appointment Internal: Register or DIR. Internal registers updated. - subject to a penalty for non filing s167(5) CA 06 -

3. Register of directors residential address

n/a

N/a

s.165(1), s167(a)

- Every company must keep @ the RO the residential address of the director -failure is an offence s165(4) - s167A of the CA 2006 allows private companies to elect not to

Board Resolution Checklist keep their own register of directors’ residential addresses and at CH. This information will not be available for public inspection -Form CH01 for a human director and Form CH02 for a corporate director -TM01 if director leaves. Must be within 14 days 3. Grant director a service contract*

DIR (Default)/SH

OR Board resolution – agree the draft terms of the SC Board resolution to enter the SC Board resolution to authorise any dir to sign or execute the SC on the companies behalf

MA3 – applies to all so long as 2 years or under MA19

Internal: update to service contract once executed. Held for the duration of the contract and 1yr after termination or expiry under s.228 CA 06 - Memo setting out the contract muste be sent for 15 days at R/O and made available at the GM > 2 yrs, DIR must obtain consent by OR of the SH [*Not with guaranteed term over 2 years s188 is not relevant] - Internal admin + time limit - SC > 2 yrs s.188 CA 06 applies

4. Appoint a Company secretary

Board of Directors??

Board Meeting??

MA3

AP03 – Notice of Appointment under s.276 CA 06 - To be filed within 14 days of the appointment @ CH

5. Change of persons with Significant Control (PSC)

??

??

s790VA CA 06

- A PSC is an individual that has significant control and this is registerable - PSC07 – Old Shareholders all under s790VA CA 06 (one each) - PSC02 – New Shareholders (one each) - To be filed within 14 days @ CH - s.790C – PSC criteria: -Owns more than 25% of the voting rights; or - Has the right to appoint/remove a majority of the directors  There are three bands of PSC:

Board Resolution Checklist  >25% - 50%  > 50% and 75%  The PSC Register is public (for transparency) 6. Change registered office address

Board of Directors

Board resolution

S87(1) CA 2006, MA is silent in class MA3

- AD01:Notice of the change of registered office under s.87(1). - To be filed ASAP @ CH - Change not effective until CH registers it. - company’s new registered office address must be in the same part of the UK that the company was registered (incorporated). E.g. if your company was registered in England and Wales, the new registered office address must be in England or Wales. INTERNAL: New address Update on business letters, order forms, emails, website. Registered name must appear at the companies registered office under Company Ltd Liability partnership Business names and Disclosure Regs 2015.

7. Change accounting reference date

Board of Directors

Board resolution to change a/c referencing date

s.392 CA 2006, MA is silent therefore MA3 applies

- AA01 – s392(1) CA 06 - To be filed ASAP at CH - Change allowed on facts? - yes- s.392(5)& (3) - Filing deadline – within limits s392(4) deadline is 31 Dec

8. Enter contract

Board of Directors

Board resolution – agree draft terms of the contract Board resolution

CA2006 is Silent who can contract on the company’s

No admin. MA5 directors may delegate

Board Resolution Checklist

9. Register transfer of shares

The shareholder involved

to enter the SC Board resolution to authorise any dir to sign or execute the SC on the companies behalf

behalf, MA3

Not applicable

MA26(5),

MA24(5)

SAIL

DIR

Confirmation statement

DIR

Board Meeting

INTERNAL: New share certificate needs to be sent to new shareholder within 2 mths s.776 Shares can be transferred. The legal transfer does not occur until registered. Registration of the transfer is at the directors discretion. The shareholder must be issued with a share certificate must be issued free of charge ADO2 – appoint a SAIL AD03 - to change a SAIL Records kept: PSC register Register of Directors – s.162 Register of Secretaries Register of debenture holders Register of charges Directors service contracts Charge document Resolutions passed otherwise at GMs, minutes of GMs and decisions of sole SH

S853A CA 2006



Submitted every 12 mths, details any changes since the previous statement. Must be submitted in 14 days of the confirmation date (anniversary of incorporation) or the date you

filed your last annual return or confirmation statement

Board Resolution Checklist

You need to check the following: 

  

the details of your registered office, directors, secretary and the address where you keep your records your statement of capital and shareholder information if your company has shares your SIC code (the number that identifies what your company does) your register of ‘people with significant control’ (PSC)

You cannot use the confirmation statement to report changes to:    

your company’s officers the registered office address the address where you keep your records people with significant control

CS01 form – failure to submit criminal offence Internal Administration / Registers (Post BM)

Minutes of directors Meeting

Board of Directors??

Board Meeting

MA 15, s.248 CA 06

Retained for at least 10 years s358, s355, otherwise guilty of a summary offence to a fine. Kept at RO in hard or electronic copy s1135

Board Resolution Checklist Must be allowed to be inspected free of charge s358(3) Register of Directors – s.162 Register of Directors residential addresses - s.165 Register of Secretaries – s.275 Register of Members - s113 with s771 Register of PSC S.790M

Documents the company must keep at registered office/SAIL (s.1136) Register of directors

Register of directors’ residential addresses Register of members

Minutes

Person with significant

          

    

s.162(1): every company must keep this available for SH inspection without charge. s.162(6): if not done all officers in default and the company commit an offence. s.163(1) & (5) & s.164 sets out what info is on there. s.167: duty to notify Companies House of change within 14 days. s.165(1): every company must keep this register. s.165(4): failure to keep this is an offence. s.167(1)(b): any change must be notified to Companies House within 14 days of the change using CH01 (TM01 if someone leaves). Must keep a register of members available for inspection. Only become a SH when your name is entered on this register. s.113(7) & (8): failure to keep it up to date is a criminal offence. When a transfer of shares occurs, before new owner’s name is on the register the old owner is the legal owner holding the shares and the new owner has the beneficial interest. The original SH is given all official notifications/dividends/opps to vote, but must account to new SH for all the dividends and note as he instructs. Must be kept for all GMs s.355(1)(b) for 10 years s.355(2). Also MA15. Can be kept at R/O or SAIL s.358(1) in hard copy or electronically s.1135(1). Or an offence is kept by all officers in default and the company. May be inspected free of charge by SH or a copy can be requested s.358(3). s.790M: private companies (and public companies which are not publicly traded) must keep a register of persons who have significant control over the company (a ‘PSC register’).

Board Resolution Checklist control (PSC) register

 s.790C and Sch. 1A a PSC is a person who: - owns or controls more than 25% of voting rights in company - has right to appoint/remove a majority of the directors of the company; or - has right to exercise/actually exercises, significant influence/control over company. The Register of People with Significant Control Regulations 2016 indicate that there are three different levels of ‘significant control’ that need to be notified: where the person holds > 25% and < 50% of the shares; where the person holds > 50% < 75% of the shares; where the person holds > 75% of the shares.  Therefore, PSCs may include parent companies, as well as individual owners.  PSC register must be made public (with the aim of increasing transparency).  ss.790D and 790E: company must investigate and update relevant information on PSC register and with Companies House.  ss.790G and 790H: PSCs must notify the company of their significant control.  s.790K: the following information must be included in PSC register. - For an individual: name, date of birth, nationality, country of residence, residential address and address for service of documents. - For a company: corporate/firm name, registered or principal office, legal form of entity, law by which governed, register of companies in which entered, registered number.  s.790X: private companies may elect not to keep a PSC register and instead ensure necessary information filed and up-to-date at Companies House.

Director’s annual responsibilities 

Company accounts - Must file accounts (s.441).  Private companies: within nine months from end of accounting reference period each financial year (s.442(2)(a)).  Public companies: within six months from end of accounting reference period each financial year (s.442(2)(b)). - There is a duty to keep accurate records – s.386(1). - It is the directors’ responsibility to ensure full accounts are produced – s.394 - The accounts must give a true and fair view s.396(2).

Board Resolution Checklist



- Directors must not give in the accounts unless they are satisfied that s.396(2) is satisfied – s.396(1). Director’s report: must be produced – s.415 . - It is the directors’ responsibility to ensure both documents (along with the auditors’ report if required) are circulated to every SH (s.423(1)). - Directors’ must include comprehensive and balanced review of performance of business (s.417).  Does not apply to ‘small’ companies.

What is a small company? Small company (need 2 out of 3) 1. Annual turnover not more than £10.2m. 2. Balance street total not more than £5.1m. 3. Not more than 50 employees.

Medium company (need 2 out of 3) 1. Annual turnover not more than £36m. 2. Balance sheet total not more than £18m. 3. Not more than 250 employees.

Note: s.128B CA 2006 allows private companies to elect to simply file up-to-date information electronically with Companies House rather than to keep their own registers. Unanimous shareholder consent is required, and Companies House must be notified that this is being done. Registers affected include the registers of directors, directors’ residential addresses, PSCs, shareholders, secretaries, etc. Changes must be notified using EH01 - EH05 as appropriate. The government now recognises the existence of ‘micro-entities’, i.e. super-small companies. Like small companies, they may file an abbreviated version of year-end accounts and are generally subject to the same (or even less) regulation than small companies. A micro-entity meets at least two of the following requirements:   

annual turnover of not more than £632,000 balance sheet total nit more than £316,000; or no more than 10 employees....