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The members of a company will give their agreement or authorisation by passing a shareholders' resolution. The statutory provisions regarding shareholders' resolutions are contained in the Companies Act 2006.
There are two main types of shareholders' resolution: 'ordinary' and 'special'. An ordinary resolution is passed by a simple majority of members, while a special resolution requires not less than 75% of the total voting rights of eligible members.
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Seller's SPA drafting guide (unconditional completion)鈥攃hecklist This Checklist serves as a guide of certain key matters for the seller鈥檚 solicitors to consider when drafting, or commenting on, a share purchase agreement (also known as SPA or share sale agreement) recording the sale and purchase of the entire issued share capital of a private limited company, where the transaction involves simultaneous exchange and completion. Parties The drafter should: 鈥 check to see if the legal and beneficial title to the sale shares is split, ie check to see if the seller's sale shares are held in the name of a nominee, requiring the beneficial owner to: 鈼 be named as the seller in the SPA instead of the registered holder, and 鈼 procure the sale of the sale shares to the buyer 鈥 check to see if the transaction involves any parties connected with company directors, which may constitute substantial property transactions requiring certain approvals (see Practice Note: Substantial property transactions鈥攔equirement to obtain members鈥 approval) 鈥 resist proposals to include in...
Resolutions required to be filed with Companies House鈥攃hecklist Resolutions under the Companies Act 2006 The Companies Act 2006 (CA 2006) specifies certain matters that must be effected by ordinary resolution (ie simple majority) passed by the members of a company, eg the removal of a director. CA 2006 also specifies certain matters which must be effected by special resolution of the company or where the relevant threshold for effecting a matter is 75%. For more information about resolutions, see Practice Note: Member resolutions. Not every resolution passed by the members of a company needs to be filed at Companies House. CA 2006, Pt 3, Ch 3 specifies when resolutions are to be filed with the registrar of companies (ie Companies House). The table below sets out resolutions that are required under CA 2006 to be filed with Companies House. Resolution/threshold requirement Matter Regulation in relevant SI/section in CA 2006 Special resolution Any special resolution (for a list of special resolutions, see checklist: Special resolutions and other resolutions requiring 75%...
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The agreement of the members of a company is required to make certain changes to a company, such as amending its constitution, name or share capital, or for the company to carry out certain actions, such as entering into a substantial property transaction with a director or making a political donation. In this way, the Companies Act 2006 (CA 2006) safeguards the interests of the members (the owners of the company) by ensuring that the directors (the management of the company) seek the members' authorisation before making such changes and actions.The members of a company will give their agreement or authorisation by passing what is known as a 鈥榤ember resolution', though more typically referred to as a 鈥榮hareholder resolution鈥. This is because most companies are limited by shares, but because some are limited by guarantee the correct term that encompasses both types is 鈥榤ember鈥 (see Q&A: What is the difference between a member and a shareholder?).The statutory provisions regarding member resolutions are contained in CA 2006, Pt 13.There are two...
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鈥攏otice 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...
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Board minutes鈥攁pproving the adoption of an unapproved option plan and the grant of unapproved options [insert name of company adopting the unapproved option plan] (Company)鈥擺insert Company number] Minutes of a meeting of the[ remuneration committee of the] board of directors of the Company held at [insert place of meeting] on [insert date of meeting] at [insert time of meeting]. Present [insert name of director to be Chair] (the Chair) [insert names of directors present] In attendance [insert names of those in attendance] Apologies [insert names of directors who are unable to attend meeting] 1 Notice and quorum [insert name of Chair] was appointed Chair of the meeting. It was reported that proper notice of the meeting had been given in accordance with the Company's articles of association (Articles) and that a quorum was present. Accordingly, the Chair declared the meeting open. 2 Purpose of meeting The Chair reported that the purpose of the meeting was to consider and, if thought fit, approve: 2.1 the adoption...
Precedent signing and closing memorandum for a commercial mortgage-backed securities transaction A Signing and Closing Memorandum is required to assist the smooth execution of a complex transaction. This precedent signing and closing memorandum sets out steps to be taken in order to close a commercial mortgage-backed securities (CMBS) transaction. Additional documents or steps may be required depending on the specific transaction. [ISSUER] [CURRENCY][AGGREGATE AMOUNT] CLASS [A] NOTES DUE [鈥 AND [CURRENCY] [AGGREGATE AMOUNT] CLASS [B] NOTES DUE [鈥 (THE NOTES) SIGNING AND CLOSING MEMORANDUM 1 Parties involved in the transaction THE PARTIES Issuer [鈼廬 Holdings [鈼廬 Originator [鈼廬 Arranger [鈼廬 Manager [鈼廬 Trustee [鈼廬 Security Trustee [鈼廬 Paying Agent [鈼廬 Account Bank [鈼廬 Cash Manager [鈼廬 Servicer [鈼廬 Special Servicer [鈼廬 Swap Counterparty [鈼廬 Liquidity Facility Provider [鈼廬 Registrar [鈼廬 Corporate Services Provider [鈼廬 [Listing Agent] [鈼廬 Listing Authority [鈼廬 Stock Exchange [鈼廬 [Rating Agencies] [鈼廬 Euroclear Euroclear Bank SA Clearstream Clearstream Banking, societe anonyme Common Depositary [鈼廬 Auditor [鈼廬 Valuer [鈼廬 Issuer's Counsel...
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Is it possible for a share to have voting rights, but no rights to income or capital? Section 540 of the Companies Act 2006 (CA 2006) defines a 鈥榮hare鈥, in relation to a company, as a 鈥榮hare in the company's share capital鈥. However, the CA 2006 defines a 鈥榮hare鈥 slightly differently for the purposes of CA 2006, Pt 22 (see CA 2006, s 792) and CA 2006, Sch 7 and s 1162 (see CA 2006, s 1162(7)). The CA 2006 sets out certain requirements in relation to a company鈥檚 shares, principally in CA 2006, Pt 17, including the requirement that shares in a limited company having a share capital must each have a fixed nominal value (CA 2006, s 542). As to the voting rights that attach to a class of shares, the voting rights will be those set out in the CA 2006 - meaning that a shareholder will be deemed to have equal voting rights with all other shareholders in a company - unless...
What are the considerations when taking security from a listed company? Can a listed company or AIM company grant security and guarantees? The considerations when taking security from a listed company, ie a company admitted to trading on the Main Market of the London Stock Exchange, or an AIM company, ie a company admitted to trading on AIM are for the most part the same as for any other limited company. Provided the articles of association do not otherwise prevent it, and any necessary steps in terms of resolutions and notifications are adhered to (see below) listed companies and AIM companies are able to provide security and guarantees. For general information about taking security, see: Taking security鈥攐verview. Are there any additional considerations when taking security or guarantees from a listed company or an AIM company? Articles of association As with all companies, the articles of association should be reviewed to ensure there are no borrowing or guarantee limits or other restrictions that would be breached by...
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This week's edition of Corporate weekly highlights includes news of a delay in the adoption of European sustainability reporting standards under the Corporate Sustainability Reporting Directive, the publication of Market Watch 77 and its discussion of the activities of organised crime groups and an appeal against an unfair prejudice decision based on whether signature of stock transfer forms had taken place.
This week's edition of Corporate weekly highlights includes analysis of the Retained EU Law (Revocation and Reform) Act 2023, the Financial Services and Markets Act 2023, the revised G20/OECD Principles of Corporate Governance and the Investment Association鈥檚 guidance on effective requisitioning of shareholder resolutions.
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281 聽Resolutions(1)聽聽聽聽 A resolution of the members (or of a class of members) of a private company must be passed鈥(a)聽聽聽聽 as a written resolution in accordance with Chapter 2, or(b)聽聽聽聽 at a meeting of the members (to which the provisions of Chapter 3 apply).(2)聽聽聽聽 A resolution of the members (or of a class of members) of a public company must be passed at a meeting of the members (to which the provisions of Chapter 3 and, where relevant, Chapter 4 apply).(3)聽聽聽聽 Where a provision of the Companies
In this Part 鈥渜uoted company鈥 has the same meaning as in Part 15 of this Act.
Shareholder resolutions is referenced 2 in UK Parliament Acts
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