Updated Corporate Documents

February 2010

Corporate Document Updates

The following Corporate sub-folders have been updated and extended:
-Directors and Company Secretaries
-Minutes of Corporate Meetings

Directors and Company Secretaries

The name of this sub-folder has changed from “Appointment, Removal & Interests of Directors” to “Directors and Company Secretaries”. The sub-folder has been improved and updated and now includes a completely new guide entitled “Directors and the Companies Act 2006 – An Overview” which highlights the main changes to the law in respect of directors implemented by the Companies Act.

Substantial changes have been made to all the Directors documents, in particular the following:
- A letter from the shareholders specifying their choice of directors has been replaced with minutes of a general meeting at which directors are appointed, because most companies have articles which allow for the appointment of directors by the shareholders in a general meeting or by the board of directors.
- The documents relating to the removal of a director have been completely rewritten to comply with the new Companies Act provisions. New documents “Letter to Companies House - Removal or Replacement of Director” and “Minutes - Removal or Replacement of Director” which are required for the process of removing a director have been added to the sub-folder.
- The four documents relating to the declaration of Directors’ Interests in existing or proposed transactions or arrangements with the company have been reduced to a written notice and a set of board minutes. This allows Directors to declare their interest in a manner permitted under the Companies Act simply and easily.
- The Directors’ Service Agreements have been revised and are now referred to as Directors’ Service Contracts in order to be consistent with the terminology used in the Companies Act. There are now Service Contracts with a fixed salary and Service Contracts including a bonus share option. Both these Service Contracts now appear with a payment in lieu of notice clause (PILON) and without, making four in total. These Directors’ Service Contracts have been standardised and are now identical to those included in the Employment folder.

All the document information pages and guidance notes in the sub-folder Directors and Company Secretaries have been updated and improved.

Minutes of Corporate Meetings

All the documents in this sub-folder have been revised so that they are consistent with the other documents in the Simply-Docs Corporate Folder which have been recently revised. Below are some examples of the changes that have been made
- The correct new form (AD01) is referred to in the “Minutes - Change of Registered Office”
- “Minutes - Approval of Accounts” has been amended to reflect the change in the law removing the obligation on private companies to hold AGMs and to lay accounts. The Minutes will only need to be used by public companies or private companies with articles that require the company to hold an AGM and lay accounts.
- “Minutes - Resignation and Appointment of Auditors” has been updated to reflect the changes in the law brought about by the Companies Act relating to the removal of auditors (which are similar to those required to remove a director from office) and the new forms required.
- The Companies Act changes the law relating to the execution of deeds. Deeds can now be executed by being signed by one director in the presence of a witness who attests the signature. “Minutes - Approval and Execution of Deeds” has been altered accordingly.

Again, all the document information pages and guidance notes in the sub folder Minutes of Corporate Meetings have been updated and improved.

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The contents of this Newsletter are for reference purposes only and do not constitute legal advice. Independent legal advice should be sought in relation to any specific legal matter.

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