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GLOSSARY

Corporate representative definition

Published by a LexisNexis Corporate expert

What does Corporate representative mean?

If a corporation is a member of a company, it may by resolution of its directors authorise a person or persons to act as its representative or representatives at any meeting of the company. A corporate representative is entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member of the company. A corporation may appoint any number of corporate representatives. Unlike proxies, a corporation is not subject to any limitation on the number of corporate representatives it appoints (so, in theory, it could appoint more corporate representatives than shares it holds). See proxy below, and see also: Calling a general meeting—overview.

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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...

Managing discussion and shareholders' questions—listed company AGMs—checklist

Managing discussion and shareholders' questions—listed company AGMs—checklist This checklist provides guidance on the questions and discussions at Annual General Meetings (AGMs) of listed public companies and AIM companies. It covers legal aspects, corporate governance best practice and practical guidance, as well as tips for the chair and company secretary in preparing for debate and unexpected events at a company's AGM. The chair of the meeting is responsible for managing discussion at the meeting and must do so in an impartial manner. It is the chair’s role to keep discussion under control and to decide when to close discussion on a particular matter once they consider that it has been debated sufficiently and has enabled a range of views to be heard. When the UK was a member of the EU, Directive 2007/36/EC (the Shareholder Rights Directive) codified the right of shareholders to have questions answered at general meetings. The Directive was implemented in the UK by the Companies (Shareholders' Rights) Regulations 2009 which amended Part 13 of the Companies Act...

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Holding an AGM of a private company or unlisted public company

Holding an AGM of a private company or unlisted public company This Practice Note summarises the law, guidelines and market practice relating to the holding of an annual general meeting (AGM). It is suitable for use by both practitioners and company secretaries in relation to private companies limited by shares and unlisted public companies limited by shares. For details on the notice requirements for an AGM of a private company or unlisted public company, see Practice Note: AGMs—notice requirements for private and unlisted public companies. A public company must call an AGM each year within the period of six months beginning with the day following its accounting reference date. A private company is not required to hold an AGM, but it may choose to do so or it may have provisions in its articles of association that require it to do so. Detailed requirements as regards the convening and holding of an AGM are set out in the Companies Act 2006 (CA 2006). For...

Certified copy requirements in commercial transactions

Certified copy requirements in commercial transactions This Practice Note examines what a certified copy is, when a certified copy is required, who can certify a document, what format the certification should take, use of certified copies internationally, and use of certified copies in evidence in the context of a commercial transaction. What is a certified copy? A certified copy is an accurate, complete and current copy (usually a photocopy) of an original document and, as such, is a form of secondary evidence, where it is not practical or possible to produce an original document. The certified copy will include a statement that it is a true copy of the original as at the date certified. It does not certify that the original document is genuine, only that it is a true copy of the original. When is a certified copy required? There are numerous personal and business reasons for requiring a certified copy of a document in the context of a commercial transaction. For example, when applying for a...

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Ireland—Notice of an extraordinary general meeting of a private limited company

Ireland—Notice of an extraordinary general meeting of a private limited company This is a precedent notice of a general meeting of a private company limited by shares. The notice provisions are as follows: • an annual general meeting or an extraordinary general meeting for the passing of a special resolution must be called by giving notice of at least 21 days • any other extraordinary general meeting must be called by giving notice of at least seven days Company number: [insert number] [insert company name] limited (the Company) Notice of Extraordinary general meeting Details of extraordinary general meeting The notice must state the date, time, place and general business of the meeting. Special measures were introduced by the government in August 2020 to mitigate the COVID-19 pandemic’s effect on corporate governance, among the measures introduced was a dispensation which allowed companies in Ireland to hold general meetings virtually, in whole or in part, during the interim period as long as all attendees have a reasonable opportunity to participate...

Letter of representation for a single or multiple corporate representative(s) to attend a general meeting of a private company or unlisted public company

Letter of representation for a single or multiple corporate representative(s) to attend a general meeting of a private company or unlisted public company To: The Directors [insert company name] [Limited OR PLC] [insert address of company] [insert date] Letter of representation: [insert name of corporate shareholder] [Limited OR PLC] (the Company) We, being the holders of [insert number of shares][ ordinary] shares of £[insert value] each in the capital of [insert name of company] [Limited OR PLC], notify you that [insert name of corporate representative] has been appointed as corporate representative of the Company pursuant to a resolution of the board of the Company dated [insert date] (the Corporate

Dive into our 26 Precedents related to Corporate representative

Is it possible for the articles of association of a company to give a person, other than one of its members, the right to vote on a members' resolution?

Is it possible for the articles of association of a company to give a person, other than one of its members, the right to vote on a members' resolution? It is not possible for the articles of association of a company to validly give a person who is not either one of its members or acting on behalf of one of its members (ie as their proxy or corporate representative as permitted by the Companies Act 2006 (CA 2006)) the right to vote on a members' resolution. The members of a company are the subscribers to its memorandum of association and every other person who agrees to become a member of the company, and whose name is entered in its register of members. CA 2006, Pt 13 prescribes the types of members' resolutions that may be passed by a company and the way in which such members' resolutions may be passed. Those provisions override any contrary provisions in a company's articles, unless otherwise expressly stated in...

Is it possible for 5% of the members of a company limited by guarantee (15 members of a company with 300 members) to pass a special resolution to change the articles of association?

Is it possible for 5% of the members of a company limited by guarantee (15 members of a company with 300 members) to pass a special resolution to change the articles of association? This Q&A is subject to the articles of association of the company limited by guarantee, which should be reviewed for any bespoke provisions on passing shareholder resolutions, shareholder meetings and making amendments to the articles of association. The written resolution procedure would not enable only 5% of the members of a company to pass a special resolution. The Companies Act 2006 (CA 2006) provides that a written resolution is passed when the required majority of eligible members have signified their agreement to it. The required majority for an ordinary resolution is a simple majority of the total voting rights of eligible members. The required majority for a special resolution is not less than 75% of the total voting rights of eligible members (CA 2006, s 283(3)). See Practice Note: Written resolutions. If the...

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