Written Resolution definition

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Reviewing constitutional documents of a corporate borrower—checklist

Reviewing constitutional documents of a corporate borrower—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. What are a company's constitutional documents? Unless the context otherwise requires, a company's 'constitution' is defined under the Companies Act 2006 (CA 2006) to include: • the company's articles of association (the Articles), and • any resolutions and agreements affecting a company's constitution...

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How to pay a final or special cash dividend

How to pay a final or special cash dividend A company has an implied power to distribute its profits to its members, unless its articles of association provide otherwise. A dividend is one type of distribution that may be made by a company to its members. In fact, dividends are the most common type of distribution made by a company. However, a company is under no legal obligation to pay a dividend, unless the rights attaching to its shares specify that it must. Any entitlement that a member has to a dividend from a company derives from the shares they hold in that company—any right to a dividend attaches to a class of a company’s shares. No dividend may be declared, or paid, by a company unless it is done in accordance with the respective rights of the shareholders of a company. Different classes of share often have different dividend rights attaching to them. The ordinary meaning of 'dividend' is a share of profits, whether at a fixed rate or...

Practical steps involved in implementing growth shares

Practical steps involved in implementing growth shares What are growth shares and are they appropriate? Growth shares, also known as value shares or hurdle shares, are a special class of shares that have restricted rights. These rights are designed to allow employees only to participate in post-acquisition increases in the value of the company. For more detailed explanation of the key features of growth shares and when they are normally introduced by a company, see Practice Note: Growth shares (value shares). Key features of growth shares Growth shares are specially constituted and classified under the articles of association of the company as a separate class of shares from the existing shares in the company. They will be issued to selected employees and will be subject to the provisions of the articles of association and also either to the subscription agreement that each participating employee will be asked to sign or the option documentation that they enter into, where the employee acquires their growth shares via an option over...

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Board minutes—payment of cash dividend—private limited company (shares)

Board minutes—payment of cash dividend—private limited company (shares) Company number: [insert company number] [insert company name] [LIMITED OR LTD] Minutes of a meeting of the board of directors (the Meeting) of [insert company name] [Limited OR Ltd] (the Company) Held at [insert place of meeting] Held on [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of any directors present, whether physically or by any remote means (unless such means are specifically excluded by the company’s articles of association)] [by [insert means of attendance for each director attending remotely]] [ In attendance: ] [[Insert name of anyone in attendance, whether physically or by any remote means, who does not count towards the quorum for the meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the meeting]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the Meeting. The Chair...

Print of a written resolution of a private company for filing at Companies House

Print of a written resolution of a private company for filing at Companies House Company number: [insert number] The companies act 2006 Private company limited by shares Written resolution[S] OF [insert company name] limited (the Company) The following resolution[s] [was OR were] passed in writing pursuant to Chapter 2 of Part 13

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If a wholly-owned subsidiary has adopted the model articles for private companies limited by shares and amended article 4(1) to state ‘special resolution or by written notice to the company’, does this mean the sole shareholder can take a decision to change the company name by utilising the amended article 4(1) (by giving the company written notice)?

If a wholly-owned subsidiary has adopted the model articles for private companies limited by shares and amended article 4(1) to state ‘special resolution or by written notice to the company’, does this mean the sole shareholder can take a decision to change the company name by utilising the amended article 4(1) (by giving the company written notice)? It is assumed that the company in question is a private limited company that has adopted the model articles for private companies limited by shares. Article 4 of the model articles for private companies limited by shares states: ‘Shareholders’ reserve power (1) The shareholders may, by special resolution, direct the directors to take, or refrain from taking, specified action. (2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.’ This article gives shareholders a ‘reserve power’ enabling them to direct the directors to take or refrain from taking action. Usually, this is done by the shareholders passing a special resolution, but in this case it...

Should the personal representatives of a deceased shareholder be entered into a company's PSC register?

Should the personal representatives of a deceased shareholder be entered into a company's PSC register? The two main categories of entity that should be recorded on a persons with significant control (PSC) register are: • registrable individuals with 'significant control' (as defined by reference to the five conditions set out in Schedule 1A to the Companies Act 2006 (CA 2006)), and • any other registrable 'relevant legal entities' (RLEs) that have significant control and are 'subject to their own disclosure requirements' For detailed information on the entities that are PSCs, see Practice Note: PSC Register—practical examples, which include links to all relevant legislation and guidance. For a more general note on the PSC regime, see Practice Note: PSC register—the people with significant control regime. Transmission of shares by operation of law It is possible that a personal representative (PR) of a deceased shareholder is a PSC who must be included in the PSC register. To establish whether this is the case, it is first necessary to establish their status...