Conversion of a shelf company PDF

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Summary

How to convert a shelf company. Includes a template procedure plan....

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Statutory provisions required for conversion of a shelf company: 1) Change of company name: • Shareholders must effect the change, and this can be done either by special resolution, or other means provided for in company’s articles - s77(1) CA 2006 2) Appointment of new directors: • Outgoing directors or shareholders can effect the change - Art 17(1) MA • The change can therefore be effected by either a board resolution - Art 17(1)(b) MA, or by an ordinary resolution of the shareholders - Art 17(1)(a) 3) Appointment of secretary: • The directors can effect this change - Art 3 MA • Precisely which directors can effect this change depends on when the new directors are appointed • Generally secretary will be appointed by board resolution, although note there is no specific requirement under CA 2006 • Note that private company not required to have a company secretary - s270(1) CA 2006 4) Resignation of existing directors: • Outgoing directors will send a letter of resignation to effect this change - Art 18(f) MA. • It will be effective from date set out in letter, which will normally be handed over at board meeting • No board/shareholder resolutions or meetings necessary 5) Appointment of new Chairperson: • Outgoing director who was chairman ceases to be chairman automatically upon his resignation • New directors vote on a new chairman - Art 12(1) MA by board resolution 6) Transfer of subscriber shares: • Stock transfer form is used to transfer shares - change only effective once new members entered into the register - s112(2) CA 2006 • The transfer and register of the shares must be in accordance with the Stock Transfer Act 1963 - ss. 544 and 770 CA 2006 • Usual to have a board meeting to approve the transfer, the entry of the new shareholder into the Register of Members and instructing secretary to issue new share certificate - NB directors have discretion to refuse transfer altogether under Art 26 MA 7) Change of registered office: • Board gives notice to the registrar - s87(1) CA 2006 • Board resolution to instruct secretary to fill in the required Companies House form (AD01)

8) Change accounting reference date: • Board gives notice to the registrar - s392(1) CA 2006 • Board resolution to instruct secretary to fill in the required Companies House form (AA01) 9) Appoint auditors: • Appointed by the directors at any time before the first period for appointing auditors s485(3) CA 2006 • NB shareholders also have the ability to appoint auditors at times specified in s485(4) CA 2006 (e.g. where directors have failed to make an appointment under s485(3) CA 2006) • This is all effected by way of board resolution and meeting Procedure plan for conversion of shelf company (short notice procedure used for revision purposes) - always remember NQAV: Board meeting 1 1)

Who calls? Any director of the company - Art 9(1) MA

2) Notice - reasonable according to what is usual for the company - Brown v La Trinidad 3)

Quorum - 2 directors under Art 11(2) MA

4)

Agenda:

a. To report on the formation of the company b.

To appoint [new director’s name] and [new director’s name] as directors and [new company secretary’s name] as company secretary (both appointments to take effect immediately) - Art 17(1)(b) MA

c. [old chairman’s name] to stand down as chairman and [new chairman’s name] to take chair - Art 12

d. To accept letters of resignation from [old director’s name] and [old director’s name] as directors (both resignations to take effect immediately) - Art 18(f) MA e. To receive and approve the transfers of subscriber shares and enter new shareholder [enter new shareholder’s name] in the register of members immediately - s112(2) CA 2006 - NB if there is now only one shareholder, include statement that [name of the company] has only one member - s123(2)(a) CA 2006

f.

To call GM on short notice to move a special resolution to change the company name - s77 (1) CA 2006

g.

To approve form of notice of GM and the consent to short notice. Contents of the notice that will be sent to shareholders will include:

-Date, time and place of meeting - s311 CA 2006 -Precise wording of special resolution - s283(6) CA 2006 and Re Moorgate Mercantile - A statement that a member may appoint a proxy - s325(1) CA 2006 h. Direct company secretary to give notice of the GM in accordance with s308 CA 2006. Copies also to be sent to the company’s auditors (if already appointed) - s502(2) CA 2006 5.Voting - board to vote on issues above. Must be by either majority decision (Art 7 MA) or a unanimous decision (Art 8 MA) 6.Direct company secretary to amend Register of Members: s112(2), s113(1) and s123(2) CA 2006 (register to be amended in meeting) 7.Notice of the GM and consent to short notice must now be given to the new shareholder [insert shareholder’s name] 8.Board meeting now adjourns for the notice and consent to be distributed and the GM to be held (NB if not using short notice procedure, the board meeting would close) General meeting 1. Notice - normally this would be at least 14 clear days - s307(1) and s360(1) and (2) CA 2006, however provided approval can be obtained (see below) then the meeting can be held at short notice 2. Short notice - consent of the majority in number of the shareholder together holding t least 90% in nominal value of the shares is required - s307(4) to (6) CA 2006. If you’re dealing with situation where the company owns all the shares, make sure someone with authority to act on behalf of the company is present - s323 CA 2006 3. Quorum - normally it would need to be at least 2 - s318(2) CA 2006, however if it is a single member company then the quorum is 1 - s318(1) CA 2006 4. Agenda - to propose a special resolution to change the company name from [old company name] to [new company name] 5. Voting - Special resolution must be passed by at least 75% of those attending and entitled to vote - s283(1) and s283(4) CA 2006. Must vote on show of hands unless poll demanded - Art 42 MA

Board meeting 2 (reconvened or reopened depending on whether short notice procedure used) 1) Meeting still needs to be quorate - with 2 directors present 2) Agenda: • Report that special resolution was passed at the GM • Change the registered office - s87(1) CA 2006 • Change the ARD - s392(1) CA 2006 • Appoint [new auditor’s name] as company auditors - s485(3) CA 2006 3) Report that the special resolution was passed to change the company name at the GM 4) Voting - board must vote by majority under Art 7 MA or unanimously under Art 8 on the following: • Change the registered office • Change the ARD to [insert new ARD date] • Appoint [new auditor’s name] as company auditors 5) Direct company secretary to deal with all relevant documentation, minutes and to prepare the share certificate 6)

Close board meeting

Post-meeting matters 1.The following filings must be made at Companies House: A) Form notifying change of name: Form NMO1 • Copy of special resolution to be sent to Registrar of Companies within 15 days s30(1) CA 2006 plus any applicable fee • Certificate of incorporation on change of name to be received in due course and change of name takes effect from date on which the certificate is issued - s81(1) CA 2006 B) Forms notifying appointment of directors: Forms APO1 • Send to Registrar of Companies within 14 days - s167(1) CA 2006 C) Forms notifying resignation of directors: Forms TMO1 • Send to Registrar of Companies within 14 days - s167(1) CA 2006 D) Form notifying appointment of secretary: Form APO3

• Send to Registrar of Companies within 14 days - s276(1) CA 2006 E) Form notifying change of registered office: Form ADO1 • Send to Registrar of Companies ASAP F) Form notifying change of accounting reference date: Form AAO1 • Send to Registrar of Companies ASAP NB - if not using short notice procedure, send filings A, B, C and D after BM1 in order to not miss the 14-day deadline 2. Company books: 

Amend the Register of Directors to reflect the changes - s162(2) CA 2006



Complete the Register of Secretary to reflect the appointment - s275(2) CA 2006

3. Minutes: 

Direct company secretary to draw up minutes of BMs and GM and enter them into the company’s minute book - s248(1) and s355(1) CA 2006 respectively

4. Other: 

New share certificate to be issued and old share certificates cancelled



Company must also comply with s82 CA 2006 - requirement to disclose company name in specified locations...