Workshop 4 Business Law and Practice LPC - Notes and summaries for prep tasks PDF

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Prep tasks for workshop on board meetings with directors (the day-to-day management of the company)...

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Business Law and Practice Unit 4: Board Meetings Prep task PLAN Who should give notice of the board meeting and what period of notice is necessary?  Any director can call a board meeting as long as they give reasonable notice to other directors.  Chris and Luca are the only 2 directors.  Model Article 9  Chris has arranged for a board meeting in 10 days; Chris and Luca work in the same office and Luca was told about the meeting earlier in the week so reasonable notice was given. What is the quorum for the board meeting and is it likely to be met?  At a board meeting, a minimum of 2 directors need to be present.  As Newco only has 2 directors, both Chris and Luca need to attend.  Model article 11  Do not foresee there being a problem and the resolutions should pass. Do any directors need to declare a personal interest in any matters to be resolved at the board meeting?  The directors do not need to declare any personal interests as neither of them have a personal interest in the matters that need to be resolved.  Isobel and Laura will be appointed as new directors early in the meeting, but they do not need to declare their interests for award of their service contracts because of the exception.  Model article 14 – if they are appointed early in the meeting; everyone can vote. Are resolutions likely to be passed at the board meeting?  The resolutions are likely to be passed as a majority of the directors need to be in favour of the resolutions.  Newco has only 2 directors, this means that both Chris and Luca need to vote in favour of the resolutions before Isobel and Laura’s appoints, so the resolutions will be passed.  Once Isobel and Laura have been appointed as directors, they will be able to vote and will vote in favour of all resolutions.  Due to the special article in Newco’s articles of association, Isobel and Laura can vote in relation to the award of service contracts even though they have a personal interest in the matter.  Chris and Luca will resign as directors with effect at the end of the board meeting.  Appointing Isobel and Laura as directors – model article 17  Changing registered office – model article 3, s.87 CA  Changing accounting reference date – s.392 CA, model article 3  2-year service contract for Isobel and Laura – s.177(6)(c) CA, model article 3  Registering Holdings as a member of the company – model article 3  Appointing Olivia as company secretary – model article 3, s.270 CA

What external filing and internal administration does Newco need to carry out after the board meeting?  Form AA01 – notify the Registrar of Newco’s new accounting reference date; can be sent at any time but only takes effect once the Registrar receives the form.  Form AD01 – notify the Registrar of Newcos’ change of registered office; can be sent at any time but takes effect when Companies House receives notice of it.  Form AP01 – 2 forms to notify the Registrar of Companies for appointment of Isobel and Laura as directors; has to be sent to Companies House within 14 days of appointments.  Form AP03 – notify the Registrar of Companies of appointment of Olivia as company secretary; has to be sent to Companies House within 14 days of appointment.  Form TM01 – 2 forms to notify the Registrar of Companies for Chris and Luca’s resignations; has to be sent to Companies House within 14 days of resignations.  Form PSC07 – 2 forms to inform Companies House that Chris and Luca no longer have significant control of Newco; has to be sent within 14 days of transfer of shares.  Form PSC02 – inform Companies House that Holdings has significant control of Newco.  Record minutes.  Update registers: secretaries (Olivia), directors (Laura and Isobel), members to reflect that Holdings have purchased subscriber shares, significant control (Holdings own 100% of shares of Newco)....