H.M. Williams Chartered Accountants - Ready-Made Company Minutes & Resolutions: What every busy company secretary or company record-keeper needs

The contents of this book have been approved by H M Williams Chartered Accountants.

First edition 1998

Second edition 1999

Third edition 2005

Reprinted 2006, 2007

Fourth edition 2008

Fifth edition 2009

Reprinted 2009

Published by

Lawpack Publishing Limited
76-89 Alscot Road
London SE1 3AW

www.lawpack.co.uk

Copyright 2009 Lawpack Publishing Limited

ISBN 978-1-906971-16-8

For convenience (and for no other reason), him, he and his have been used throughout and should be read to include her, she and her.

This Lawpack publication may not be reproduced in whole or in any form without written

permission from the publisher, except that individual forms may be photocopied by the purchaser for his or her own use, but not for resale.

Lawpack publications are designed to provide authoritative and accurate information on the subject matter covered. However, neither this nor any other publication can take the place of a solicitor on important legal matters.

This Lawpack publication is sold on the understanding that the publisher, author and retailer are not engaged in rendering legal services to the reader. If legal advice or other expert assistance is required, the services of a competent professional should be sought.

The forms included in this Lawpack publication cover many everyday matters, but we cannot cater for all circumstances. If what you want is not included, we advise you to see a solicitor.

This Lawpack publication is designed only for use in England & Wales and Scotland. It is not suitable for Northern Ireland. This book is based on our understanding of the law at 1st October 2009.

The information this book contains has been carefully compiled from reliable sources but its accuracy is not guaranteed as laws and regulations can change and be subject to differing interpretations as well as different dates of implementation.

As with any legal matter, common sense should determine whether you need the assistance of a solicitor rather than relying solely on the information and forms in this Lawpack book.

We strongly urge you to consult a solicitor whenever substantial amounts of money are involved, or where you do not understand the instructions or are uncertain how to complete and use a form correctly, or if you have any doubts about its adequacy to protect you, or if what you want to do is not precisely covered by the forms provided.

This book is sold with the understanding that neither the authors nor the publisher is engaged in rendering legal advice. If legal advice is required, the services of a solicitor should be sought. The publisher and the authors cannot in any way guarantee that the forms in this book are being used for the purposes intended and therefore assume no responsibility for their proper and correct use.

Whilst every effort has been made to ensure that this Lawpack publication provides accurate and expert guidance, it is impossible to predict all the circumstances in which it may be used. Accordingly, the publisher, authors, retailer and the approver of the contents of this Lawpack publication shall not be liable to any person or entity with respect to any loss or damage caused or alleged to be caused directly or indirectly by what is contained in or left out of this Lawpack publication.

Ready-Made Company Minutes & Resolutions contains many of the important and ready-to-complete forms and documents you need to keep proper company minutes and records.

Company record-keeping forms are at your fingertips, giving you the protection you need without the inconvenience or cost of hiring a solicitor for simple company matters you can easily handle yourself.

Lawpacks Ready-Made Company Minutes & Resolutions is the ideal way to get it in writing. It is intended for anyone who is responsible for ensuring that the formalities of running a private company are properly observed. That includes not just the person whose title is company secretary, but also the directors and anyone else to whom they delegate the responsibility for seeing that the paperwork is in order.

The Companies Act 2006 has introduced significant changes to directors duties, notice and types of meetings, proxies, Articles of Association, written resolutions, company secretaries and company records. This book incorporates the necessary changes to the forms and documents in line with this new Act and, as we understand the law requires, at the date of publication.

In Ready-Made Company Minutes & Resolutions, the pronoun he should be read as he or she.

No business owner has become wealthy simply by keeping good company records. But good company record keeping is essential for several important reasons.

When a company is created you create a legal entity separate and distinct from its shareholders: it has a separate corporate personality. This means that the company makes contracts on its own behalf; its assets are owned by the company; and it can sue and be sued in its own name, (not the shareholders). Because of this concept of a separate personality the directors and shareholders are, generally, not liable for the actions of the company. Directors can, however, be personally liable for things they have or have not done; for example, where they give personal guarantees or where they are guilty of wrongful or fraudulent trading, or fail to attend to certain obligatory procedures.

Normally a shareholder is liable only for the amount he has paid for his shares; for example, if he subscribes 1,000 for one thousand 1 shares and the company becomes insolvent owing millions of pounds in debts, the most he can lose is 1,000. Shareholders, like directors, can also be made liable if they are party to fraudulent trading. Even if your company has a few shareholders (or is even a single member company), the need for detailed company records is critical. Any one shareholder may challenge the authority of a decision or transaction. Only complete and accurate resolutions can verify that the action was properly authorised by the directors and/or the shareholders.

If you are a director of a company you should insist on accurate minutes of board meetings so that, if need be, you can prove your actions at these meetings and also show how you voted. Legal actions against directors are becoming more common and you must be able to defend yourself.

Ready-Made Company Minutes & Resolutions does not deal with setting up a limited company. This subject is covered by Lawpacks

The day-to-day control of a company is vested in its directors. A director may be either executive or non-executive. Generally executive directors work full-time for the company and are employed under a service agreement; non-executive directors are part-time and may have a short engagement letter describing what they are to do and how they are paid.

The board of directors will appoint certain officers, typically:

a chairman,