March Corporate Updates

March 2010

General Meetings

All the documents in the sub-folder have been revised to take account of the changes brought about by the Companies Act. Only public companies are now required to hold Annual General Meetings (AGMs) and the terminology “Extraordinary General Meeting” is no longer used. All meetings of shareholders that are not AGMs are now referred to as “General Meetings”.

Shareholder Letters and Forms

All the documents and information pages have been amended and updated to improve clarity and ease of use. Where the new Companies Act legislation differs from the old legislation, this has been highlighted in the documents, in particular “Shareholder Letter Authorising Corporate Representative at a General Meeting” [CO.CA.ML.03] and the “Shareholders' Written Ordinary Resolution” [CO.CA.ML.08] and “Shareholders' Written Special Resolution” [CO.CA.ML.09].

Miscellaneous Resolutions

The Companies Act has abolished elective resolutions. These were unanimous resolutions passed by the shareholders of private companies e.g. to dispense with the holding of AGMs and the laying of accounts at AGMs; and to grant directors the authority to allot shares for an indefinite period. With the exception of the latter (which has not been repeated in the Companies Act 2006) this is now the default position for private companies. Since the Memorandum of Association is now of diminished importance, “Special Resolution - Amendment of Memorandum of Association” [CO.CA.MR.10] is now phrased as a deletion of some or all of the provisions of the Memorandum such as objects clauses or a clause setting out the authorised share capital. On a related note, the resolution to increase the company's authorised share capital has been removed from the sub-folder because the concept of authorised share capital has been abolished. The wording of the resolutions granting directors the authority to allot new shares and to disapply pre-emption rights have been amended in line with the new law

Director's Loan Agreements

A new sub-folder has been added containing secured and unsecured loan agreements with a director of a company or a person “connected” with a director. They should only be used where the aggregate of the value of the transaction, plus any other relevant transactions or arrangements, does not exceed £10,000. Provided the loan is within these limits, it will not need to be approved by the shareholders of the company. Extensive guidance notes accompany the documents.

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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