Business law BM1, GM and BM2 procedure PDF

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Procedure for BM1, General Meeting and BM2 including statutes from the Company Act 2006 for LPC...

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LPC: BUSINESS LAW AND PRACTICE

SGS 4 ACTIVITY 3

BUSINESS LAW AND PRACTICE SGS 4: COMPANY INCORPORATION Legal Practice Course

Activity 3 You received the following e-mail earlier today:

From:

Simon Turner

Sent:

[Date of SGS]

To:

[Trainee]

Subject:

URGENT: Ritchisons Holdings plc – Online trading

Matter Number: 001786/0012

I have just spoken to Margaret Fletcher who informs me that all negotiations with Western Drivers Agency Limited (‘WDA’) have now completed and that both parties are keen to sign the contract this evening. Therefore we need to set up RDL as soon as possible in order for it to contract with WDA. For this reason, I would recommend you use a shelf company. I’ve picked out ABC 156 Limited - you will find the Certificate of Incorporation attached.

The client has decided not to alter the Articles of Association yet as part of the conversion procedure, preferring to spend more time (with our further advice) considering the new company’s constitution, rather than rush into anything. For now, the emphasis is on getting the company up and running as soon as possible, so it is ready to contract with WDA (with the new directors and shareholder in place).

I should be grateful if you would assist me in transferring this company to the client. Before you start, please read the attached Price Prior ‘Note on Procedure’, which will give you some key information on the shelf company as it currently exists. Compare LAW SCHOOL

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this information with the instructions I’ve taken from Ritchisons set out in the attached ‘Proposed Company Profile’.

At this stage, can I please ask you to identify the following:

1.

What changes need to be made to the shelf company to reflect the client’s instructions?

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2.

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How each change will be effected including:

a.Whose authority is needed to make the change?

b.What type of resolution, if any, would be required to effect the change?

c.Whether the change will be effected in a board or general meeting?

3.

The relevant CA 2006 / Model Article which regulates the above changes.

You may find the attached table useful for setting out your findings.

Thanks

Simon

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LPC: BUSINESS LAW AND PRACTICE

PRICE PRIOR SHELF COMPANY TRANSFER NOTE ON PROCEDURE [TO BE READ BEFORE ANY TRANSFER]

1.

Shelf Companies The firm maintains a ready supply of shelf companies (each called ‘ABC [ ] Limited’) which are available for sale to clients. Each ABC company is a private company limited by shares and is incorporated on the following basis: a)

Issued share capital:

1 fully paid share of £1 to Jennifer Harrower (subscriber) 1 fully paid share of £1 to John Gatson (subscriber)

b)

Directors:

John Charles Gatson (Chairperson) and Jennifer Lucy Harrower (D.O.B.s respectively 05.07.71 and 03.11.78)

c)

Secretary:

John Charles Gatson

d)

Registered office:

68-70 Red Lion Street, London WC1R 4NY

The Articles of Association, of each ABC company, are in the form of the Model Articles. 2.

Procedure For Transfer Full instructions should be taken from the client using the ‘Proposed Company Profile: Instructions from Clients’ form. Although the particular requirements of

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SGS 4 ACTIVITY 3

clients will vary, our standard form documents for the transfer of ABC companies cover most client needs. 3.

After Transfer a)

All necessary forms and resolutions should be filed with the Registrar of Companies.

b)

The company’s internal books should be completed to reflect the new position.

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CERTIFICATE OF INCORPORATION

OF A PRIVATE LIMITED COMPANY

Company No. 03404723

The Registrar of Companies for England and Wales hereby certifies that

ABC 156 LIMITED

is this day incorporated under the Companies Act 2006 as a private

company and that the company is limited.

Given at Companies House, Cardiff, the 26th June 2021

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SGS 4 ACTIVITY 3

SPECIMEN - FOR TEACHING PURPOSES ONLY

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LPC: BUSINESS LAW AND PRACTICE

PRICE PRIOR PROPOSED COMPANY PROFILE: INSTRUCTIONS FROM CLIENT NAME OF CLIENT:

Ritchisons Holdings plc (‘RHP’)

CLIENT AND MATTER NUMBER FOR BILLING: 001786/0012

CONTACT NAME:

Margaret Fletcher

TEL NO:

020 7957 6432

DATE: [date of SGS]

INSTRUCTIONS TAKEN BY: Simon Turner

1.

Company Name: Ritchisons Direct Limited (preferred name)

2.

Directors:

Full Name

Address & Postcode

Occupation Nationality Other

Margaret Sarah Fletcher

2 Launceston Gdns

Company Director

Date of Directorships Birth

British

Ritchisons Investments Limited

15 Pember Road

Online Sales British Specialist

N/A

London NW10 5DX

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31.01.72

Hornchurch Essex RM9 7ST

Thomas Peter Young

Ritchisons Holdings plc;

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3.

Chairperson:

4.

Company Secretary: Tim Bradford (RHP Company Secretary) (group policy to maintain a company secretary for each Ritchisons company). Address:

Margaret Fletcher

33 Hugon Road, London, SW6 3HR.

5.

Registered Office address: Same as Ritchisons Holdings plc: Robin House, Dorchester Road, Northern Industrial Area, Bracknell, Berkshire, RG8 7TR.

6.

Issued Share Capital: No more shares to be issued at this stage.

7.

Shareholders:

8.

Full Name of Shareholder

Address

Number /Class of Shares

Ritchisons Holdings plc

As above

2 Ordinary shares of £1 each

Auditors Name:

Deloitte LLP

Address:

2 New Street Square, London, UK, EC4A 3BZ

Contact:

Michael Scott

9.

Accounting Reference Date: 31 March

10.

Any Special Articles:

To be discussed at a later date.

11.

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Preliminary Procedure Plan

CHANGE TO SHELF COMPANY

Company name

WHOSE AUTHORITY IS NEEDED TO MAKE THE CHANGE? Shareholders

s.77

Transfer of Shares

Change of Secretary, remove the old one accepting the resignation

AUTHORITY (CA 2006/Model Article)

s.772, s.554, MA 26

*no particular procedure in statute or the model articles go back to general MA 3 for directors managing the

MEETING?

SR, or as per s.77(1)(a) provided by the AofA (corporate representative) look at whether a BR was issued giving the CR to vote the shares

General Meeting

OR to appoint MA 17(1)(a) Director resolve to appoint MA 17 (1)(b) BR at BM 1

Registered Office

Directors

s. 86 and 87

Appointment of Chairperson

Directors

MA 12

Financial Accounts ref. date

Directors

s.390,s391-s.392(1)

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BR- board meeting

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Appoint an auditor

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WHAT TYPE OF

MA 3 and 5

MA 17, MA 18

Appoint two new directors, remove old ones (bear timing in mind, appoint first then accept resignation of the existing directors)- fulfils quorum requirements

WHAT TYPE OF RESOLUTION (BOARD, ORDINARY OR SPECIAL) IF ANY?

s.485

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