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Reviewing board minutes—checklist

Reviewing board minutes—checklist STOP PRESS: The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023. ECCTA 2023, Pt 1 contains a substantive package of proposals enhancing the role of Companies House and increasing the transparency of UK corporate entities. The provisions of the ECCTA 2023 come into force over an extended period. Many of the provisions in the legislation require detailed secondary legislation and guidance, and the construction of new technical processes and tools to implement the reforms. For more information, see Practice Notes: The Economic Crime and Corporate Transparency Act 2023—what Banking & Finance lawyers need to know, The Economic Crime and Corporate Transparency Act 2023—tracker and Corporate transparency reform—changes to company registers. Board minutes As part of the pre-completion process and satisfaction of the conditions precedent, lawyers acting for a lender in a typical financial transaction need to review the board minutes of the borrower, guarantor and any security provider. Following a board meeting of a company, the directors must...

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Holding a general meeting of a listed public company

This Practice Note summarises the law, guidelines and market practice in relation to holding a general meeting. It is suitable for use by both practitioners and company secretaries in relation to companies with equity shares listed on the Main Market of London Stock Exchange plc (listed companies) and companies with equity shares admitted to AIM (AIM companies). For details on the notice requirements for a general meeting of a listed company or an AIM company, see Practice Note: General meetings—notice requirements for listed public companies.A general meeting of the members of a company can be called and held at any point, and any number of times, in a year in order for the members to pass resolutions to carry out certain changes or approve certain actions. Detailed requirements as regards the convening and holding of a general meeting are set out in the Companies Act 2006 (CA 2006).The CA 2006 imposes additional requirements on a public company which is also a traded company or a quoted company. This covers listed...

Holding a general meeting of a private company or unlisted public company

This Practice Note summarises the law, guidelines and market practice in relation to holding a general meeting of a private company or an unlisted public company.A general meeting of the members of a company can be called and held at any point, and any number of times, in a year in order for the members to pass resolutions to carry out certain changes or approve certain actions. Detailed requirements as regards the convening and holding of a general meeting are set out in the Companies Act 2006 (CA 2006). A company must also comply with any requirements in its articles of association in relation to convening general meetings.The CA 2006 imposes additional requirements on a public company which is also a traded company.This Practice Note deals with the law and practice in relation to holding a general meeting of a private company or an untraded public company. For a discussion on the law, guidelines and market practice in relation to holding a general meeting of a listed public company, see...

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Consent to short notice of a general meeting of a private company or unlisted public company

Consent to short notice of a general meeting of a private company or unlisted public company Company number: [insert number] [insert company name] [ Limited OR PLC] (the Company) Agreement of members to short notice of a general meeting We, the undersigned, being [all the members [and the nominees of members] having OR a majority in number of the members [and the nominees of members] having, and together holding not less than [90 OR 95 OR [insert other figure]]% in nominal value of the shares giving,] the right to attend and vote at the general meeting of the Company to be held at [insert time] on [insert date] at [insert place][, and additionally, through the

Ireland—Member’s consent to short notice of a general meeting of a private limited company

Ireland—Member’s consent to short notice of a general meeting of a private limited company This Precedent sets out standard wording for the agreement of members of a private company limited by shares to agree to short notice of a general meeting. For details on the notice periods required for general meetings for private companies limited by shares, see Precedent: Ireland—Notice of an extraordinary general meeting of a private limited company. Company number: [insert number] [insert company name] Limited (the Company) Agreement of members to short notice of a general meeting Calling a meeting on short notice A general meeting may be called on short notice if agreed by: • all the members entitled to attend and vote at the meeting, and • the statutory auditors of the company (unless the company has availed of the statutory audit exemption under CA 2014 (IRL), s 360 or CA 2014 (IRL), s 365 Please note that in addition to the above requirement to convene a meeting at short notice, to propose and...

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Can a charitable incorporated organisation (CIO) amend its constitution with a resolution passed by less than a 75% majority of those voting at general meeting?

Can a charitable incorporated organisation (CIO) amend its constitution with a resolution passed by less than a 75% majority of those voting at general meeting? A charitable incorporated organisation (CIO) is a form of legal entity that is only available to charities. A CIO only comes into existence once it has been registered by the Charity Commission. The CIO form was created in response to requests for a more appropriate legal structure for charities that want to operate using an incorporated entity, but do not want to be subject to dual regulation via company law and charity law. The legal framework for CIOs is set out in the Charities Act 2011 (CA 2011). The Charitable Incorporated Organisations (General) Regulations 2012, SI 2012/3012 set out the details for

Once a public limited company has been converted to an Societas Europaea is it the same legal entity?

Once a public limited company has been converted to an Societas Europaea is it the same legal entity? A Societas Europaea (SE) is a public limited liability company (PLC) governed by the law of the Member State in which it has its registered office. An SE may be formed in a number of ways: by merger, as a holding company, as a subsidiary or by conversion from an existing public limited company. The provisions relating to the conversion of an existing PLC into an SE are set out in Article 37 of Council Regulation 2157/2001/EEC. As provided in Article 37(2) of Council Regulation 2157/2001/EEC, ‘the conversion of a public limited-liability company into an SE shall not result in the winding up of the company or in the creation of a new legal person’. Before the transformation can take effect, the PLC must prepare draft terms of conversion along with an explanatory report and present them for approval to a general meeting of shareholders. The explanatory report

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Companies Act 2006 (2006 c 46)

Companies Act 20062006 CHAPTER 46An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors' disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes.[8th November 2006]BE IT ENACTED by the Queen's most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—Part 1 General Introductory ProvisionsCompanies and Companies Acts1 Companies2 The Companies ActsTypes of company3 Limited and unlimited companies4 Private and public companies5 Companies limited by guarantee and having share capital6 Community interest companiesPart 2 Company FormationGeneral7 Method of forming company8 Memorandum of associationRequirements for registration9 Registration documents10 Statement of capital and initial shareholdings11 Statement of guarantee12 Statement of proposed officers[12A Statement of initial significant control]13 Statement of complianceRegistration and its effect14 Registration15 Issue of certificate of incorporation16 Effect of registrationPart 3 A Company's ConstitutionChapter 1 Introductory17 A company's constitutionChapter 2 Articles of...