Company Constitution (Unit 6) preparatory task PDF

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BLP Unit 6 Preparatory task 1

1. Identify how you will check whether the client may use its preferred company name Check the index of company names at Companies House to avoid registering the company with the same name as one already appearing in the Index. Prevents a breach occurring under s66(1) CA06. Check s53 (prohibited), s54 (Government connection), s55 (Sensitive word) as these might prevent the client using certain words.

2. Board and member resolutions necessary to change the company name and adopt new articles in the form of the Model Articles for Private Companies Limited by Shares 1. What decision needs to be made 2. Who makes it? 3. How in detail do you get there? - use the procedure planning template BM Board resolves: To call a GM requesting the members to:  

Change the name Adopt the amended articles of association

GM The members resolve  

To pass a special resolution to change the registered name (s77) To pass a special resolution to adopt new Articles of Association in the form attached (s21)

BM2 (not needed for this question) The resolutions have passed & ensure admin is attended to.

3. Following a change of name (i) what will have to be filed at Companies House? A special resolution changing the name would need to go off to Companies House along with a form NM01 and a fee. (ii) when must these filings be submitted? Within 15 days of the passing of that resolution (iii) when will the change of name be effective? Once the company has received a Certificate of Incorporation on change of name. (iiii) Internal administration which will need to be carried out

BLP Unit 6 4. Following a change of articles (i) what must be filed at Companies House? A copy of the new articles along with a special resolution (ii) when must these be submitted? Within 15 days of the passing of the resolution. (iii) when will the change to the articles be effective? When the company wants it to – as soon as that resolution has been passed unless stated otherwise....