Company administration and meetings

Additional optional articles to insert into Standard document, Articles of association for a public company limited by shares and incorporated under the Companies Act 2006.

Specimen board minutes of the first meeting of directors of a shelf company incorporated under the Companies Act 2006. For more information on tailoring a shelf company, see Practice note, Purchase and tailoring of a shelf company.

Standard board minutes for the declaration of an interim dividend by the board of a private company.

Chairman's script for use at an annual general meeting (AGM) of a listed company, where voting is conducted by way of a poll either by completing a poll slip or by voting using an electronic handheld device. The script includes opening and closing statements, a summary of the typical resolutions proposed at an AGM and an explanation of key procedural issues. It also includes schedules with links to alternative or additional provisions that may be included, such as proposing the resolutions at the outset and how to address and respond to difficult issues raised at an AGM. For a script where voting is done on a show of hands, see Standard document, Chairman's AGM script: voting on a show of hands.

These board minutes deal with a change of company name by special resolution, by written resolution or by a board resolution as a result of a provision in the company articles of association allowing the company to change its name by a resolution of the board. For detail on how to change the name of a company see Practice note, Company names and change of name: overview .

This is a specimen consent to short notice of a general meeting. The specimen is drafted on the basis of all the relevant members signing one document but separate documents could be sent to members instead. For further information on short notice, including the required approval levels, see Practice note, General meetings (including AGMs): preparation and notice: Short notice.

Specimen minutes of the first meeting of the board of directors of a tailor-made private company incorporated under the Companies Act 2006. For information on incorporating a tailor-made private company under the Companies Act 2006, see Practice note, Practice note, How to incorporate a company under the Companies Act 2006.

A standard form indemnity for a lost share certificate, including the option to request the issue of a replacement certificate.

Short form board minutes for use by a private company in connection with the allotment and issue of shares, where any required shareholder approvals will be obtained using the written resolution procedure.

Skeleton minutes for use a general meeting of a company (including an AGM).

Drafting note to the standard form declaration of trust where shares are registered in the name of a nominee shareholder.

Drafting note to assist with use of the notice of general meetings (including AGMs) for listed companies.

Specimen notice of general meeting for use by unlisted companies (including private companies). To be used for both AGMs and other general meetings.

A specimen letter to notify members and/or debenture holders of a company of the availability of documents and information on the company's website. This notification is required under paragraph 13 of Schedule 5 to the Companies Act 2006 where companies have agreed with intended recipients of documents and information to communicate via a website.

Drafting note to the specimen proxy form for listed companies.

Drafting note to the specimen proxy form for unlisted companies.

Specimen resolution to appoint one additional director of a company. For the appointment of multiple directors, see  Standard document, Resolution (board or member): appointment of multiple additional directors.  If the appointment is to fill a casual vacancy, see Standard document, Resolution (board or member): appointment of director to fill vacancy. If the appointment is to re-appoint a director who is required to resign at an AGM, see Standard document, Resolution (member): re-appointment of directors.

Specimen resolution to appoint more than one additional directors in a single resolution. For a resolution to appoint a single additional director, see Resolution (board or member): appointment of additional director.  If the appointment is to fill a casual vacancy, see Standard document, Resolution (board or member): appointment of director to fill vacancy. If the appointment is to re-appoint a director who is required to resign at an AGM, see Standard document, Resolution (member): re-appointment of directors. This resolution should not be used at a general meeting of a public company unless a resolution Under section 160 of the Companies Act 2006 (Appointment of directors of public company to be voted on individually) has first been passed by the meeting.

Under section 207(1) of the Companies Act 2006 (which came into effect on 1 October 2007), a company does not need prior shareholder approval to make a loan to a director of the company, or of its holding company, if the aggregate value of the loan and of any other relevant transactions or arrangements (within the meaning of section 207(1)), does not exceed £10,000. This is a specimen board resolution to be used for the grant of a loan of a small amount to a director. For background information on loans to directors, see Practice note, Loans to directors: Companies Act 2006. For template board minutes see Standard document, Skeleton board minutes: 1 October 2008 and the related drafting note. The board minutes will, in particular, have to: note receipt of a declaration of interest in the loan contract from the relevant director (under section 177 of the Companies Act 2006 and the relevant article); recite why the loan is being made; and note the directors have checked the articles and there is no reason why the loan cannot be made. The directors will also have to consider how, if at all, the minutes should reflect the factors they have to consider to ensure they have met their duty under section 172 of the Companies Act 2006.

Specimen board resolutions providing for the approval or ratification of a commercial agreement. These resolutions are intended for use with Standard document, Skeleton board minutes.

A resolution approving the acquisition of a company or business. A resolution such as this will be particularly relevant for publicly traded companies. A similar form of resolution may be applicable for other companies, for example, if their articles of association require shareholders' approval for transactions or if approval is required by statute (for example, under section 190 of the Companies Act 2006), in such circumstances circulars and/or prospectuses are unlikely to be necessary. For further background on acquisitions involving listed companies, see Practice note, Listed and public company issues: acquisitions.

Specimen resolution and related notes to enable a company with listed equity shares to make on-market purchases of its shares.

Standard form members' resolution for use by a public listed company granting authority to allot shares under section 551 of the Companies Act 2006. For a members' resolutions granting authority to allot and disapplication of pre-emption rights for private companies and public unlisted companies, see Resolution (member): authority to allot and disapplication of pre-emption rights (2006 Act): private and unlisted public companies.

Under sections 215-222 of the Companies Act 2006, it is unlawful for a company to make to a director or former director any payment by way of compensation for loss of office or as consideration for or in connection with his retirement from office without particulars of the proposed payment being disclosed to the members of the company and the proposal being approved by the company in general meeting, unless the payment is a bona fide payment of damages for breach of contract or a pension payment in respect of past services. This is a specimen resolution to be used by a company to give approval to a compensation payment which is not a bona fide payment by way of damages for breach of contract or by way of a pension in respect of past services. Such a resolution can be passed as an ordinary resolution unless the company's articles require a higher approval level (such as a special resolution).For further background on compensation payments to directors, see Practice note, Transactions with directors and for information about the changes to be made under the Companies Act 2006, see Practice note, Transactions with directors: Companies Act 2006.

A specimen resolution for use at the Annual General Meeting of a company relating to the declaration of a final dividend for the year.

Specimen members' resolution, pursuant to section 188 of the Companies Act 2006 to approve a term in an agreement whereby a director is to provide services to the company or any of its subsidiaries for more than two years and under which the company cannot terminate the employment by notice or can only do so in specified circurmstances. Prior shareholder approval is required. Such a resolution can be passed as an ordinary resolution unless the company's articles require a higher approval level (such as a special resolution).Listed companies should note that provision B.1.6 of the Combined Code suggests that notice periods and service contracts for directors should be set at one year or less.Before such a the resolution is passed, a written memorandum setting out the proposed agreement incorporating the term must be either sent with the written resolution or, where the resolution is to be put before a general meeting, available for inspection by the shareholders at the company's registered office for not less than 15 days ending with the date of the meeting and at the meeting itself (section 188(5), Companies Act 2006). The director no longer needs to declare an interest in the contract to the board, if, or to the extent that, his interest concerns terms of his service contract that have been or are to be considered by a meeting of the directors, or by a committee of the directors appointed for the purpose under the company's constitution, and the interest arises on

Standard form members' resolution to disapply pre-emption rights under sections 570 and 573 of the Companies Act 2006.  

A specimen resolution to permit a company to communicate with its shareholders using electronic means (including websites).

Sample members' resolution authorising political donations and expenditure.

A specimen resolution for use at the annual general meeting of the company relating to the re-appointment of directors.

Specimen members' resolution approving a substantial property transaction. Sections 190-196 of the Companies Act 2006 (2006 Act) cover substantial property transctions between a company and: - one of its directors or a director of its holding company; and - any person connected with such a director (see sections 252-255 of the 2006 Act). Section 191 defines substantial as an asset which: - exceeds 10% of the company's asset value and is more than £5,000; or - exceeds £100,000. Substantial property transactions require approval from members. Shareholder approval can be given: - before the transaction is entered into; or - after the transaction has been agreed provided the transaction is conditional on members' approval being granted. Such a resolution can be passed as an ordinary resolution unless the company's articles require a higher approval level (such as a special resolution). For further information, see Practice note, Substantial property transactions: Companies Act 2006. Companies subject to LR 11 of the FCA's Listing Rules (typically a UK company with a primary listing of equity securities on the LSE's Main Market) should note that a transaction that requires approval under section 190 of the 2006 Act may also constitute a related party transaction under LR 11: see Practice note, Listed and public company issues: acquisitions.

Standard form members' resolutions granting authority to allot shares under section 551 of the Companies Act 2006 and disapplying statutory pre-emption rights under section 570.

Examples of resolutions a company may need to pass in order to enable it to carry out a proposed secondary issue: authority under section 551, Companies Act 2006 to allot shares; and authority under section 570, Companies Act 2006 to disapply pre-emption rights. See also Standard document, Notice of general meeting: secondary issues.

Skeleton board minutes for use from 1 October 2008. The skeleton minutes may be supplemented with resolutions and clauses from other precedents available from PLC Corporate. For skeleton board minutes for a meeting convened to consider entering a substantial transaction, see Skeleton board minutes (transactional).

Skeleton board minutes for a board meeting specifically convened to consider a substantial transaction, for use from 1 October 2008. The skeleton minutes may be supplemented with transaction-specific clauses from other precedents available from PLC Corporate. For skeleton board minutes for a routine board meeting, see Skeleton board minutes (routine).

Skeleton board minutes for use from 1 October 2007 until 30 September 2008. The minutes include standard wording referring to section 172 of the Companies Act 2006. The skeleton minutes can be supplemented with transaction-specific clauses from other precedents available from PLC Corporate. This document will not be maintained from 1 October 2008 and should not be used for meetings on or after that date.

An outline of a print of the resolutions to be filed with the Registrar of Companies following a general meeting of a company (including an annual general meeting).

A specimen provision to be included in the Articles of Association of a company.

It is the duty of a director of a company who is in any way, whether directly or indirectly, interested in a contract or proposed contract with his company to declare the nature of his interest at a meeting of the directors of the company (section 317(1), Companies Act 1985). Declaration of an interest in a proposed contract must be made at the board meeting at which the question of entering into the contract is first considered or, if the director is not at the time of that meeting interested in the proposed contract, at the first board meeting following his interest arising. If a director becomes interested in a contract after it has been made then this interest must be declared at the first board meeting after which his interest arises (section 317(2, Companies Act 1985). This is a suggested form of such a specific notice where notice is given in writing before the date of the board meeting at which the contract is considered.For further background on disclosure of directors' interests, see Practice note, Transactions with directors.

A standard board minute for use when a company wants to apply to be struck off the register and dissolved under section 1003 of the Companies Act 2006.

A form of written resolution of the directors. It should be read in conjunction with Written resolution of board of directors: drafting note: 1 October 2009.

A skeleton form of written resolution under Chapter 2 of Part 13 of Companies Act 2006 (only for use by private companies). This version of our standard form written resolutions provides for only one resolution to be presented and provides that the written resolution must be returned to the company in hard copy form.Unlike the other versions of our standard form written resolutions, this version does not contain either the note relating to agreement by joint holders or the note requesting authority for power to sign on a member's behalf.See the drafting notes for background information, assumptions and options.

A skeleton form of written resolution under Chapter 2 of Part 13 of Companies Act 2006 (only for use by private companies). This version should be used where only one resolution is proposed. See the drafting notes for background information, assumptions and options.

A skeleton form of written resolution under Chapter 2 of Part 13 of Companies Act 2006 (only for use by private companies). This version should be used where multiple resolutions are proposed and where the member(s) can either signify agreement to all proposed resolutions or none.See the drafting notes for background information, assumptions and options.