Board Meetings

Sections 7 - 10 and 12 - 13 of the Companies Act 2006 sets out the documents which need to be
submitted to Companies House, to incorporate companies limited by shares.

1st Document - memorandum of Association -

This is a document proposed first shareholders of the company state their wish for the company
to be incorporated.

2nd Document - Articles of Association

This is a document that states how the company should run. It has the legal status of a statutory
contract between the shareholders of the company.

Model Articles
If no articles are submitted to Companies House, s.20 of the Companies Act 2006 provides that
on incorporation the company will automatically have a model set of articles.

Tailor-made Articles
Modified articles - s.20 of the Companies Act states that where incorporation application includes
tailor-made articles, all those parts of the model articles which are not modified will still apply.

Once the article is modified accordingly - the remaining 9 pieces of information is as follows:
1. The company's name
2. Statement that the company's registered office is to be in England or Wales
3. Statement that the company will be limited by shares
4. Whether private or public company
5. Name and address of the agent, if any, who is handling the application on behalf of the
subscribers to the then memorandum of association. A solicitor would be a typical
example of such an agent
6. A statement of the company's capital and initial shareholdings. This gives details of the
number of shares each of the subscribers to the memorandum of association is to take,
the nominal value of those shares, and the extent to which the shares are to be paid up
7. Address of the company's registered office
8. Details of the first directors and if applicable, the company secretary. A private company
may be incorporated with only one director, although a public limited company must have
at least 2 directors. A private limited company is not obliged to have a company
secretary
9. A statement that all the incorporation requirements of the Companies Act 2006 have
been complied with.
Companies house will issue the certificate of incorporation once everything is in order and
everything has been paid off.

A company incorporated before the 1st of October 2009 will have been incorporated under the
provisions of the Companies Act 1985.

Form 10 - Set out details of the proposed first directors and company secretary and the address
of the registered office

Form 12 - Declaration that all incorporation requirements of the Companies Act 1985 had been
satisfied

Prep Task 1:
1. Change of registered office to 5 Keswick Street, Manchester, M1 4HJ
2. Change of accounting reference date from 31 July to 30 June
3. Resignation of Chris Williams and Luca Berti as directors
4. Appointment of Laura Ghosh and Isabel Smith as directors
5. Appointment of Olivia Robinson as company secretary
6. Award of 2 year service contracts to Laura Ghosh and Isabel Smith
7. Registration of Holdings as a member of Newco

Exemple Answer:
The board can implement these changes by passing board resolution ; no shareholder
involvement is needed.
As you know, when we incorporated Newco, the first directors were Luca Berti and Chris
Williams, paralegals in our shelf company unit.

They will both attend the board meeting and I will also attend to provide any necessary advice.
I understand that Isabel Smith and Laura ghosh will also be attending.

I set out below an explanation of what will happen at the board meeting.

Board meeting
Any director can call a board meeting by giving reasonable notice to the other directors. I have
told Luca and Chris about the changes you wish to make and, as you know, Chris has arranged a
board meeting for next Thursday.
Given that Luca and Chris work in the same office and Luca was told about the meeting earlier
this week, this was reasonable notice.

A minimum of 2 directors must be present at the board meeting for it to be valid.

Given that Newco only has 2 directors, both Chris and Luca will need to attend . As I explained,
they will both be able to make the meeting so this will not be a problem.
Neither of the current directors has a personal interest in the matters to be resolved at the board
meeting, so they do not need to declare any personal interest in the resolutions.
Whilst Isabel and Laura will be appointed as directors early in the meeting, there is no
requirement for them to declare their interests in relation to the award of their service contracts

The board will discuss the proposed changes and will then resolve to:
1. Appoint Isabel Smith and Laura Ghosh as directors
2. Change Newco’s registered office to 5 Keswick Street, Manchester
3. Change Newco’s accounting reference date to 30th June. This will involve shortening
Newco’s current accounting reference period
4. Award 2-year service contracts to Isabel Smith and Laura Ghosh
5. Appoint you as company secretary
6. Register Holdings as a member of Newco

A majority of the directors need to be in favour of the resolutions in order for them to be passed.
As Newco only has 2 directors at the start of the meeting, this means that both Chris and Luca
will need to vote in favour of the resolutions prior to Isabel and Lauras appointments, which will
not be a problem - the resolutions will be passed. \

Once Laura and Isabel are appointed as directors, they will be able to vote and will vote in favour
of all resolutions, Isabel and Laura can vote in relation to the award of their service contracts due
to a special article in Newco’s articles of association which allows thhem to vote despite having a
personal interest in the matter

After the board meeting, Newco will need to file the following forms at Companies House:
● 2 x AP01 - appointment of new directors - Isabel and Laura
● TM01 - shows resignation of Chris and Luca
● AP03 - appointment of secretary - must be within 14 days of appointment
● PSC02 - Holdings has significant control of Newco - 14 days
● 2 x PSC07 - Chris and Luca no longer have significant control of Newco - 14 days
● AD01 - change of registered office
● AA01 - to notify the Registrar of Newco’s new accounting reference date. This can be sent
anytime

We will draft the minutes of the board meeting and file the forms at Companies House on
Newco’s behalf and will also update Newco’s statutory books. We will make the following
amendments to the statutory books:

- Update the register of members to reflect the fact that Holdings has purchased the
subscriber shares from Luca and chris and that the board has decided to register
Holdings as a member.
We will include a statement that Newco only has one member as of the date of the board
meeting, to comply with Newco’s statutory obligations.
 - Update the register of directors and register of directors residential addresses following
the appointment of Laura and Isabel and the resignation of Chirs and Luca
- Create a register of secretaries to show your appointment as company secretary
- Update the register of secretaries to show your appointment as company secretary
- Update the Register of People with Significant Control to show that Holdings owns 100%
of the shares in Newco and that Luca and Chris no longer have significant control.

You will also need to keep companies of Laur and Isabel's Service contracts at Newco’s
registered office until a year after their expiry.
I assume that you will liaise directly with our employment department regarding the new service
contracts, but if you need any help, please let me know. Please ensure that you also keep a copy
of the board minutes at the Newco’s registered office for 10 years.

You will need to ensure that Newco;s new registered office address appears on its letterhead and
certain other documents but I know you are not ready to consider such matters yet so I can
advise you on this at a later date.

Elite Activity

Attempt the following Activity to test your ability to interpret the sections of the Companies Act
2006 which specify the information to be provided in an incorporation application.
This Activity requires you to locate precise statutory authorities in section 7 to 10 and 12 to 16 of the
Companies Act 2006. You may, therefore, need to access the document below, which contains
these sections from the Act, to complete the Activity. Select the document below to open it. You
can then opt to view only or print. When you're ready to attempt the.
The statements below relate to ABC Limited, a company whose certificate of incorporation was issued on
10 November 2009. The incorporation application stated that the first directors were to be Rupal
and Nadia. The subscribers to the Memorandum of Association were Rupal and Sarbjit. Rupal and
Sarbjit proposed to take one share each on incorporation. All the statements are correct. The
statements are:
A – With effect from the date of incorporation, Rupal and Sarbjit became the holders of the
shares specified in the statement of capital and initial shareholdings
B – With effect from the date of incorporation, Nadia and Rupal became directors of ABC Limited.
C – A company can be incorporated with only one subscriber to the Memorandum of Association.
D – The statement of initial capital and shareholdings must have disclosed that Rupal and Sarbjit
were to take one share each on incorporation.

A- Section 16(1) and (5) have the effect that Rupal and Sarbjit became the holders of the shares
specified in the statement of capital and initial shareholdings
B- s (16(1) & (6) have the effect that Rupal and Nadia became the directors of ABC limited with effect
from the date of incorporation
C- s7(1) allows a company to be incorporated with only one subscriber to the Memorandum of
Association
D- s 10(4)(a) required the statement of capital and initial shareholdings to disclose that Rupal and
Sarbjit were to take one share each on incorporation