Filing copy of shareholder written resolution to change company name
Checklist for passing a shareholder written resolution
Whenever your A private company limited by shares incorporated and registered in England and Wales. wants to do something, you will generally need the approval of either your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. or In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. before the action is taken.
As a general rule:
Your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. will usually deal with the day-to-day management and business of the A private company limited by shares incorporated and registered in England and Wales. .
See Q&A 3 for further information about matters that can be decided by the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. and Q&A 7 and following for information about the process they will need to follow in order to make these decisions.
Your In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. will typically need to approve non-routine matters such as issuing new Shares in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. . Legally, certain matters must always be dealt with by the In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company., including amending your A private company limited by shares incorporated and registered in England and Wales. 's Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. of association and any reduction of your A private company limited by shares incorporated and registered in England and Wales. 's The total nominal value of a company's shares. References to a company’s share capital can be read as references to all of that company’s shares. .
See Q&A 4 for further information about matters that must be decided by the In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company., and Q&A 33 and following for the process they will need to follow in order to make these decisions.
Your A private company limited by shares incorporated and registered in England and Wales. 's Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. will say how power is to be split between your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. and In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. and what process you need to follow in order to make decisions. Usually, all powers will be exercised by your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. unless specifically given to In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company.; see Q&A 3.
Do not forget to think about whether anyone else has to approve a decision – for example, approval of a particular In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. may be required under a An agreement entered into between the shareholders of a company which regulates the relationship between the shareholders and governs how the company is run. that your A private company limited by shares incorporated and registered in England and Wales. has signed, or from a lender regarding big financial decisions.
How your A private company limited by shares incorporated and registered in England and Wales. 's The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. can make decisions is set out in its Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. of association. For a step-by-step checklist summarising how a A decision made by the directors at a board meeting or in writing. should be passed at a A meeting of a company's directors., or in writing by a A private company limited by shares incorporated and registered in England and Wales. with The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., see Checklist for passing a board resolution. The checklist also covers adjustments to make if anyone is attending a A meeting of a company's directors. remotely.
If your A private company limited by shares incorporated and registered in England and Wales. has the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., decisions can be taken in the following ways:
At a A meeting of a company's directors.
Passing a A decision made by the directors at a board meeting or in writing. at a A meeting of a company's directors. is the usual way for The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. ' decisions to be made, and will always be necessary where a matter needs to be discussed between two or more The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. . You will need to take minutes of each meeting; see Q&A 25.
See Q&A 8 and following for how to convene a A meeting of a company's directors. and passing a A formal decision made by the directors or members of a company, which binds the company once it is passed. .
For template A meeting of a company's directors. minutes you can adapt for your A private company limited by shares incorporated and registered in England and Wales. , see Board minutes.
In writing or informally
If not made at a A meeting of a company's directors., The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. ' decisions must be reached unanimously. It is possible for this to be done informally although you will need to check that there is no restriction on the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. ' ability to do this in the A private company limited by shares incorporated and registered in England and Wales. 's Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. of association.
If your A private company limited by shares incorporated and registered in England and Wales. has the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. are allowed to make decisions in this way. In practice, especially where the matter is not straightforward, it is recommended that any unanimous decisions made outside of meetings are recorded in a A decision of a company's directors, taken by all directors unanimously indicating their agreement in writing to the decision or resolution in question. Most commonly, this is achieved by the circulation and signing of a hard-copy written resolution. signed by all The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. . This is the route suggested in the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company.; see Q&A 26.
By a An individual who is the only, or sole, director of a company.
If your A private company limited by shares incorporated and registered in England and Wales. has only one The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. , the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company. do not require them to follow any particular procedure to make decisions. However, it is good practice to record a An individual who is the only, or sole, director of a company.'s decisions; see Q&A 32.
When making decisions, your A private company limited by shares incorporated and registered in England and Wales. 's The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. must bear in mind that they are, at all times, required to carry out their actions with seven core principles in mind; these include a duty always to act in To act in good faith means behaving fairly and openly, essentially playing fair. in order to promote the success of the A private company limited by shares incorporated and registered in England and Wales. for the benefit of its In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. and the duty to exercise The degree of caution that an ordinary person would use in the circumstances., skill and diligence. See
For a step-by-step checklist summarising how a A decision made by the directors at a board meeting or in writing. should be passed at a A meeting of a company's directors. by a A private company limited by shares incorporated and registered in England and Wales. with The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., see Checklist for passing a board resolution.
If your A private company limited by shares incorporated and registered in England and Wales. has the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., the procedure for convening a A meeting of a company's directors. and passing a A formal decision made by the directors or members of a company, which binds the company once it is passed. is as follows:
notice of the meeting must be given to all of the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. (unless any The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. has To give up or abandon a legal right. their entitlement to receive notice), which any The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. can do (see Q&A 10 and following for how to give notice);
the meeting must be conducted and managed in accordance with the rules set out in the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company.; and
you must prepare and keep written The written record of a board meeting. of the meeting for at least ten years; see Q&A 25 for how to do this. For template A meeting of a company's directors. minutes you can adapt for your A private company limited by shares incorporated and registered in England and Wales. , see Board minutes.
Under the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., your A private company limited by shares incorporated and registered in England and Wales. will be free to conduct Meetings of a company’s directors. in any manner which allows the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. to communicate with one another. This flexibility includes Meetings of a company’s directors. held by telephone and by video-conferencing apps like Zoom, Skype or Teams.
The The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company. give your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. scope to make other rules about how they take decisions, so you can consider doing this if it suits your A private company limited by shares incorporated and registered in England and Wales. . However, any rules introduced cannot go against what the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company. say about notice, required attendees, voting and appointment of the chair.
In most cases, yes. If your A private company limited by shares incorporated and registered in England and Wales. has the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company. and no restrictions in any An agreement entered into between the shareholders of a company which regulates the relationship between the shareholders and governs how the company is run., you can conduct Meetings of a company’s directors. in any manner which allows the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. to communicate with one another. This flexibility includes Meetings of a company’s directors. held by telephone and by video-conferencing apps like Zoom and Skype.
If your A private company limited by shares incorporated and registered in England and Wales. has modified Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. of association, or a An agreement entered into between the shareholders of a company which regulates the relationship between the shareholders and governs how the company is run., you should check these for any restrictions or requirements on how Meetings of a company’s directors. are held.
For guidance on how you should hold a A meeting of a company's directors., see Q&A 8 and Checklist for passing a board resolution.
Yes. Your A private company limited by shares incorporated and registered in England and Wales. 's The main rules on how a company is run. The articles include rules on the division of powers between directors and shareholders, the composition and operation of the board of directors and how directors’ and shareholders’ meetings are held.will usually set out the requirements for giving notice to convene a A meeting of a company's directors.. If your A private company limited by shares incorporated and registered in England and Wales. has bespoke Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares., they should say what you need to do.
If your A private company limited by shares incorporated and registered in England and Wales. has the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company. and your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. have not made any additional rules about the decision-making process, notice of a A meeting of a company's directors. must usually be given to all The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. .
Any The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. can give notice of a A meeting of a company's directors..
Notice is often most easily circulated to The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. via email, but it does not necessarily need to be given in writing, so could be given verbally if preferred. However, the following must always be specified:
the date and time of the meeting; and
the location of the meeting and/or the method by which the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. should communicate at the meeting (eg a dial-in number or video-conference details if not in person).
Whilst not required, it can be helpful to include an agenda for the meeting as well. This can be particularly helpful to help regulate telephone or video-conference meetings. It is also recommended to circulate any documents to be discussed at the meeting in advance, to facilitate discussion.
If your A private company limited by shares incorporated and registered in England and Wales. has a An agreement entered into between the shareholders of a company which regulates the relationship between the shareholders and governs how the company is run., this should be checked for any additional notice requirements.
There is no set period of time in which notice must be given, but it must be given in reasonable time before the meeting takes place. What is reasonable will depend on the circumstances of the meeting.
The key purpose of giving notice is to allow The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. the time to make arrangements to attend and to prepare for the meeting. You should therefore take into account the subject matter of the meeting and the location of the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. when deciding how much notice to give. If all The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. are close by and ready to attend, a very short period of notice of a few minutes can be acceptable.
If your A private company limited by shares incorporated and registered in England and Wales. is subject to a An agreement entered into between the shareholders of a company which regulates the relationship between the shareholders and governs how the company is run., this should be checked for any additional notice requirements.
If proper notice is not given to all The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. , the business carried out at the meeting will be of no effect, so it is very important to give enough notice.
Yes, if the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. affected acts promptly.
A The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. can To give up or abandon a legal right. their right to proper notice of a A meeting of a company's directors.. They do this by notifying the other The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. about it up to seven days after the meeting is held. If any affected The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. do this, the meeting will be valid and any business done during it will stand.
If your A private company limited by shares incorporated and registered in England and Wales. has the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company. and there are no additional rules in any An agreement entered into between the shareholders of a company which regulates the relationship between the shareholders and governs how the company is run., there is no particular requirement about where the meeting should be held. The The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. do not even have to all be in the same place, as long as they can communicate with one another. The meeting could therefore take place via telephone or video-conference.
Any requirements about appointing a chair for Meetings of a company’s directors. will be set out in your A private company limited by shares incorporated and registered in England and Wales. 's Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. of association. If your A private company limited by shares incorporated and registered in England and Wales. has bespoke Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares., you should review these to identify the requirements.
If your A private company limited by shares incorporated and registered in England and Wales. has the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., your A private company limited by shares incorporated and registered in England and Wales. 's The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. can appoint one of themselves to be the chair of their meetings. This should be done by taking a simple majority decision at a A meeting of a company's directors. (see Q&A 8 for information about how to do this).
If your A private company limited by shares incorporated and registered in England and Wales. is subject to a An agreement entered into between the shareholders of a company which regulates the relationship between the shareholders and governs how the company is run., this should be checked for any additional requirements regarding the chair. It may be that a particular In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. has the power to appoint or remove the chair.
It will be the chair's responsibility to run Meetings of a company’s directors., which will include checking that a The minimum number of people required to be present in order for a meeting to be valid. is present and that all items on the agenda for the meeting are dealt with. Importantly, if your A private company limited by shares incorporated and registered in England and Wales. has the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., the chair will have a casting vote in the event of a deadlock on a particular matter.
If the A meeting of a company's directors. is being held by telephone or video-conferencing, it is recommended to have the chair To deliver or send documents to be used in court proceedings to someone in a way that complies with court rules. as the host of the meeting. Many video-conferencing apps give the host the ability to mute certain speakers, A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. their screen, and A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. documents. The chair should be responsible for managing these aspects of the meeting, to help regulate discussion.
If you have the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company. and the chair is not present at the meeting within ten minutes of when it starts, the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. must appoint one of those present as the chair for that particular meeting.
If your A private company limited by shares incorporated and registered in England and Wales. is subject to a An agreement entered into between the shareholders of a company which regulates the relationship between the shareholders and governs how the company is run., this should be checked for any additional requirements regarding the chair.
In order for decisions to be made at a A meeting of a company's directors., there must be a minimum number of The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. present, known as the The minimum number of people required to be present in order for a meeting to be valid..
If you have the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., the The minimum number of people required to be present in order for a meeting to be valid. cannot be less than two The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. and will be two if not otherwise fixed by the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. . If the total number of The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. present is less than the The minimum number of people required to be present in order for a meeting to be valid. required, your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. cannot take any decisions other than to propose to call another meeting.
If your A private company limited by shares incorporated and registered in England and Wales. has only one The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. , that The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. is able to make decisions without having to worry about the The minimum number of people required to be present in order for a meeting to be valid. requirements.
If you have the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company. and the total number of The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. present is less than the The minimum number of people required to be present in order for a meeting to be valid. required, your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. cannot take any decisions other than to propose to call another meeting.
If you are conducting a A meeting of a company's directors. on a conference call, or by using apps such as Zoom or Skype, the Chair should pay close attention to ensure no The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. are disconnected during the call. If a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. is disconnected, you should stop the meeting until they are able to reconnect. Whilst a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. is disconnected, they will no longer be present at the meeting, and this may affect whether a The minimum number of people required to be present in order for a meeting to be valid. is present (see Q&A 20).
If a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. is unable to reconnect, and you still have a The minimum number of people required to be present in order for a meeting to be valid. present, you can continue the meeting in their absence (with the disconnected The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. 's consent), but this should be noted in the minutes.
If you have the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., in order for a A decision made by the directors at a board meeting or in writing. to be passed at a meeting, the majority of those The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. in attendance must vote in its favour. If votes are equal, the chair of the meeting has a casting vote although think very carefully whether you want them to have this right.
There is no set requirement about how votes should be made; a simple show of hands is often most appropriate where the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. are all in one place.
If you are conducting a A meeting of a company's directors. by conference call or a video-conferencing app like Zoom or Skype, when it comes to voting it is recommended that the Chair asks each The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. separately to verbally confirm whether they agree or not, rather than using a show of hands (where a frozen screen or lag could cause issues). If there is any doubt regarding voting, the Chair should ask The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. to confirm their votes in writing, via any text chat facility, messaging, or email.
If you have the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. who is interested in a transaction or arrangement with your A private company limited by shares incorporated and registered in England and Wales. which is to be considered at a A meeting of a company's directors. cannot count as part of the The minimum number of people required to be present in order for a meeting to be valid. and are not entitled to vote in relation to the matter in question unless authorised by an A decision made by shareholders of a company, which requires the approval of shareholder(s) holding a majority (eg more than 50%) of the company's voting shares. of your In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company.. There are limited exceptions.
Example of transactions or arrangements on which a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. would not be able to vote are:
your A collective name for the directors of a company. The board is usually the primary day-to-day decision-making body of a company.considering approval of a In the context of a company, an agreement between a director or senior manager and the company, outlining the particulars of the services to be provided by the director or manager to the company and what he will receive in return. A director of a company who is also an employee is referred to as an executive director. between the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. and your A private company limited by shares incorporated and registered in England and Wales. ;
if the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. is a In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. of your A private company limited by shares incorporated and registered in England and Wales. and your A collective name for the directors of a company. The board is usually the primary day-to-day decision-making body of a company.is considering payment of a A payment in cash by a company to its shareholders by way of a distribution of a share of the company's profits. to In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company.; or
your A collective name for the directors of a company. The board is usually the primary day-to-day decision-making body of a company.is considering a proposed contract between your A private company limited by shares incorporated and registered in England and Wales. and someone connected with the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. such as their spouse.
See Directors' conflicts of interest for information about what a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. must do and what action should be taken if they have such an interest or otherwise have a conflict of interest with your A private company limited by shares incorporated and registered in England and Wales. .
For a step-by-step checklist summarising how a A decision made by the directors at a board meeting or in writing. should be passed by a A private company limited by shares incorporated and registered in England and Wales. with The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., see Checklist for passing a board resolution.
Yes.
Your A private company limited by shares incorporated and registered in England and Wales. is required to prepare and record written The written record of a board meeting. of matters that take place at Meetings of a company’s directors., keeping the records for at least ten years after the relevant meeting. There is no set format that the minutes need to take, but they should clearly record all formal business and Formal decisions made by the directors or members of a company, which bind the company once passed. that take place at the meeting. For template A meeting of a company's directors. minutes you can adapt for your A private company limited by shares incorporated and registered in England and Wales. , see Board minutes.
The minutes can be prepared in advance of the meeting and then approved at the meeting, as long as they accurately reflect the discussions and decisions that in fact took place. If the pre-prepared draft does not reflect what in fact took place, it should be amended before it is approved.
There is no requirement to file any record of The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. ' decisions at Private companies limited by shares incorporated and registered in England and Wales. ' House.
If you have the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., details of all A collective name for the directors of a company. The board is usually the primary day-to-day decision-making body of a company.decisions, whether in writing or informally, must be recorded in writing and kept for at least ten years.
It is best to record any decisions in a A procedure allowing private companies to pass a members' resolution without having to hold a general meeting. Copies of the resolution are circulated to each member in hard copy or electronic form, for the members to consider and return their agreement to the resolution if they so decide. signed by all The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. as suggested by the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company. (see Q&A 27).
If your A private company limited by shares incorporated and registered in England and Wales. has bespoke Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares., you will need to check whether the position is different for you.
There is no requirement to file any record of The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. ' decisions at Private companies limited by shares incorporated and registered in England and Wales. ' House.
If you have the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. can pass a A decision of a company's directors, taken by all directors unanimously indicating their agreement in writing to the decision or resolution in question. Most commonly, this is achieved by the circulation and signing of a hard-copy written resolution. by having all of the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. sign an agreed-form A formal decision made by the directors or members of a company, which binds the company once it is passed. . If you have modified Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares., you should check them, and any An agreement entered into between the shareholders of a company which regulates the relationship between the shareholders and governs how the company is run., to ensure your A private company limited by shares incorporated and registered in England and Wales. 's The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. are permitted to make decisions by way of A procedure allowing private companies to pass a members' resolution without having to hold a general meeting. Copies of the resolution are circulated to each member in hard copy or electronic form, for the members to consider and return their agreement to the resolution if they so decide..
Before proposing a A decision of a company's directors, taken by all directors unanimously indicating their agreement in writing to the decision or resolution in question. Most commonly, this is achieved by the circulation and signing of a hard-copy written resolution., check your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. have printing and scanning facilities, or that your A formal decision made by the directors or members of a company, which binds the company once it is passed. can be circulated via an app or software which allows electronic signatures or some other electronic or written method of approval.
In order to pass a A decision of a company's directors, taken by all directors unanimously indicating their agreement in writing to the decision or resolution in question. Most commonly, this is achieved by the circulation and signing of a hard-copy written resolution., you will then need to:
agree the wording of the proposed A decision of a company's directors, taken by all directors unanimously indicating their agreement in writing to the decision or resolution in question. Most commonly, this is achieved by the circulation and signing of a hard-copy written resolution. (see Q&A 28);
circulate the agreed-form A formal decision made by the directors or members of a company, which binds the company once it is passed. to all The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. (see Q&A 29);
ensure all The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. sign (or approve) the A formal decision made by the directors or members of a company, which binds the company once it is passed. (see Q&A 30).
The A decision of a company's directors, taken by all directors unanimously indicating their agreement in writing to the decision or resolution in question. Most commonly, this is achieved by the circulation and signing of a hard-copy written resolution. will only be passed once it has been signed or approved by all The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. eligible to vote on it.
If your A private company limited by shares incorporated and registered in England and Wales. has the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., and you are making a decision by way of a A decision of a company's directors, taken by all directors unanimously indicating their agreement in writing to the decision or resolution in question. Most commonly, this is achieved by the circulation and signing of a hard-copy written resolution. (see Q&A 27), your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. will all need to jointly agree the wording of the A decision of a company's directors, taken by all directors unanimously indicating their agreement in writing to the decision or resolution in question. Most commonly, this is achieved by the circulation and signing of a hard-copy written resolution. first. If your A private company limited by shares incorporated and registered in England and Wales. has modified Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. of association, or a An agreement entered into between the shareholders of a company which regulates the relationship between the shareholders and governs how the company is run., check these for any restrictions or requirements on how written board Formal decisions made by the directors or members of a company, which bind the company once passed. are passed.
The chair (or any other The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. who is proposing a A decision of a company's directors, taken by all directors unanimously indicating their agreement in writing to the decision or resolution in question. Most commonly, this is achieved by the circulation and signing of a hard-copy written resolution.) should send the wording in draft to all The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. . If there is any dissent or substantive discussion to be had, convene a meeting (see Q&A 8) rather than proceeding with a A procedure allowing private companies to pass a members' resolution without having to hold a general meeting. Copies of the resolution are circulated to each member in hard copy or electronic form, for the members to consider and return their agreement to the resolution if they so decide., to ensure all The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. ' views are properly heard and discussed.
Once the wording is agreed, the signature version of the A formal decision made by the directors or members of a company, which binds the company once it is passed. should be circulated to your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. for sign-off. For guidance on how to circulate the A formal decision made by the directors or members of a company, which binds the company once it is passed. , see Q&A 29.
If your A private company limited by shares incorporated and registered in England and Wales. has the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., once the wording of a A decision of a company's directors, taken by all directors unanimously indicating their agreement in writing to the decision or resolution in question. Most commonly, this is achieved by the circulation and signing of a hard-copy written resolution. is agreed (see Q&A 28), the signature version should be circulated to all The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. eligible to vote on it. The chair or another nominated The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. , secretary or member of Anybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. can do this. If your A private company limited by shares incorporated and registered in England and Wales. has modified Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. of association, or a An agreement entered into between the shareholders of a company which regulates the relationship between the shareholders and governs how the company is run., you should check these for any restrictions or requirements on how written board Formal decisions made by the directors or members of a company, which bind the company once passed. are passed.
The A formal decision made by the directors or members of a company, which binds the company once it is passed. should be accompanied by clear instructions on how it should be signed or approved and who it should be returned to. If you have the software available, circulating the A formal decision made by the directors or members of a company, which binds the company once it is passed. using a program or app which permits electronic signatures is likely to enable the A formal decision made by the directors or members of a company, which binds the company once it is passed. to be passed more efficiently.
This depends on the provisions of your A private company limited by shares incorporated and registered in England and Wales. 's Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. of association, and any restrictions in your An agreement entered into between the shareholders of a company which regulates the relationship between the shareholders and governs how the company is run.. You should check these for any requirements or restrictions.
If your A private company limited by shares incorporated and registered in England and Wales. has the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., a A decision of a company's directors, taken by all directors unanimously indicating their agreement in writing to the decision or resolution in question. Most commonly, this is achieved by the circulation and signing of a hard-copy written resolution. can be signed either by way of an electronic signature, or by the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. printing the A formal decision made by the directors or members of a company, which binds the company once it is passed. , signing it by hand, and returning either a scan or clear photograph of the signed A formal decision made by the directors or members of a company, which binds the company once it is passed. .
If an electronic signature is not possible and a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. cannot print or scan a signed copy, a A decision of a company's directors, taken by all directors unanimously indicating their agreement in writing to the decision or resolution in question. Most commonly, this is achieved by the circulation and signing of a hard-copy written resolution. can potentially be approved by the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. indicating their approval in writing (for instance in an email). However, for evidential purposes it is better to have the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. sign the wording of the A formal decision made by the directors or members of a company, which binds the company once it is passed. itself so that there is no doubt regarding what they have approved.
The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. should return the signed A formal decision made by the directors or members of a company, which binds the company once it is passed. , or indicate their approval, to the chair or any other nominated The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. , secretary or member of Anybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer..
The A decision of a company's directors, taken by all directors unanimously indicating their agreement in writing to the decision or resolution in question. Most commonly, this is achieved by the circulation and signing of a hard-copy written resolution. will only be passed once it has been signed or approved by all The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. eligible to vote on it.
Yes, if you have the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., any A decision of a company's directors, taken by all directors unanimously indicating their agreement in writing to the decision or resolution in question. Most commonly, this is achieved by the circulation and signing of a hard-copy written resolution. must be kept for at least ten years. If your A private company limited by shares incorporated and registered in England and Wales. has modified Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. of association, or a An agreement entered into between the shareholders of a company which regulates the relationship between the shareholders and governs how the company is run., you should check these for different or additional requirements to keep copies of A decision of a company's directors, taken by all directors unanimously indicating their agreement in writing to the decision or resolution in question. Most commonly, this is achieved by the circulation and signing of a hard-copy written resolution..
Whilst there is no formal requirement in the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company. for sole The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. to record their decisions, it is good practice to do so.
If your A private company limited by shares incorporated and registered in England and Wales. has bespoke Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares., you will need to check whether the position is different for you.
There is no requirement to file any record of a An individual who is the only, or sole, director of a company.'s decisions at Private companies limited by shares incorporated and registered in England and Wales. ' House.