Legal Drafting (Business) Flashcards
(19 cards)
How to start a meeting minute?
Minutes of a meeting of the board of directors of [ X Limited] (the ‘Company’)
held at [Address] on [date ] at [time].
What does ‘present’ mean and how does it differ to ‘in attendance’
‘Present’ means those in the meeting who can count as quorum
‘Attendance’ lists those at the meeting but cannot count as part of the quorum (for example, an interested director or some third party).
Under what heading do those who can form part of the quorum be listed?
Present
What do you explain under ‘background’ in the minutes?
Tthe purpose of the meeting
This doesn’t go into great factual detail, but states the reason and actions that are required
For example, the company wants to lend a director, £20,000. A loan to a director requires approval by an ordinary resolution of the
shareholders. Purpose of the board meeting is to obtain shareholder approval and approve
the loan.
If the board wish to agree on a written resolution to be passed by shareholders, what documents need to be agreed in the board meeting and what section would this go under?
The chair tables the draft memorandum and draft resolution
PRODUCTION OF DOCUMENTS
When dealing with a board meeting sandwich, what is required in the meeting minutes?
Adjournment section
State the board meeting was adjourned to pass the written reoslution on the shareholders, then reconvened. Report if it was passed
If in a board meeting there is an adjournment, what do you entitle the following section for any further board resolutions?
FURTHER RESOLUTIONS
If a director cannot count in quorum or voting (e.g. due to a conflict) do they appear in ‘present’ or ‘in attendance’ when recording those at the meeting?
In Attendance
How should you close a board minute?
CLOSE
There being no further business, the Chair declared the meeting closed.
Chair ……………………
Date ……………………………
If there are no interests to declare, how can you use the standard ‘each director present declared the nature’ paragraph in baord meeting minutes?
Even if there are no interests to declare, keep the paragraph and state ‘not applicable’ next to the name of each director
You are drafting board meeting minutes.
How should you draft a resolution for the appointment of a director?
“It was resolved, that the resignation of X, which was presented to the Directors for consideration, is hereby accepted with immediate effect.”
You are drafting board meeting minutes.
How should you draft a resolution for the appointment of a role? For example, as Chairman?
“It was resolved that X (who has indicated his willingness to act) be and is hereby appointed as Chairman of the Company with immediate effect.”
If you have appointed a new director, which two registers need updating?
- Register of directors
- Register of directors residential addresses.
A director is appointed
A director resigns
The office address changes
What are the filings to be mentioned in a board meeting minutes?
TM01 - Terminate director
AP01 - Appointing a director
AD01 - Change a company’s registered office address
You are asked to draft minutes of a general meeting.
Who is listed under present?
Who is listed under in attendance?
Those present are usually the shareholders voting.
Anyone else attending such as directors, company secretary, legal counsel, etc.
You are drafting a shareholders agreement
Must or can the company itself be a party to the agreement?
There is no obligation to make a company party to the shareholders’ agreement.
If the Company is a party, the Shareholders can impose direct obligations on the Company.
If they are a party, they should be included as a ‘party’ as follows:
(2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS]
You are drafting a shareholder agreement.
What is a non-compete clause and how could it be drafted
The non-compete restrictions stop parties competing if they leave. It is made by reference to the description of Business in the ‘business of the company’ clause.
For example:
2.1. The business of the Company is [NATURE OF BUSINESS], subject to variation from time to time in accordance with the provisions of this agreement (Business).
…
8.1. Except with the prior written consent of the Board OR Shareholder Consent, no Shareholder shall… carry on or be employed, engaged or interested in any business in which would be in competition with any part of the Business……
You are drafting a partnership agreement.
What must be included in relation to capital?
Include a ‘Capital’ section that states how much capital is involved and how it is owned.
For example:
“The initial capital of the Partnership at the Commencement Date shall be £[NUMBER] to be contributed by each of the Partners equally…. The capital of the Partnership at any time will belong to the Partners in the proportions [set out in Schedule 2]…”
You are drafting a partnership agreement.
What must be included in relation to property?
Include a section dealing with partnership property.
All property used by the Partnership for the purpose of the business will be Partnership Property. If it is intended that there will be property not
belongign to the Partnership, this must be made clear.
For example:
“Partnership Property shall belong to the Partners in the proportions in which they are entitled to share in capital.
…
Any Partnership Property which is vested in one or more of the individual Partners’ names shall be held by them for all of the Partners.
….”
