Decisions of the directors and shareholders of a company are usually taken during formal meetings. The provisions for calling and running such meetings will usually be set out in the company’s Articles of Association and the Companies Act 2006 (and a shareholders agreement, if there is one). Those provisions will include matters relating to:
- notice of such meetings;
- how many attendees must be present for the meeting to be validly held (quorum);
- chairman appointments and casting votes;
- conflicts of interest and restrictions on voting;
- how votes are taken and counted.
It is important that the relevant meeting rules are followed, as failure to follow the correct procedures might result in resolutions thought to be passed at a meeting actually being invalid. Where there is a legal requirement for a particular resolution to have been passed, it is vital that any meeting held is none lawfully and validly, thereby making the resolution lawful and valid.
All proceedings of a meeting of the board of directors must be recorded in a set of minutes. Any meetings of the shareholders should also be followed up by a set of minutes and on some occasions; the resolutions passed at that meeting will need filing at Companies House.
All meeting minutes, whether of the board or directors or of a shareholder meeting, should be placed in the company’s statutory registers in accordance with the provisions of the Companies Act 2006.
At Farleys we are able to assist you with a wide variety of business matters, including making sure you conduct your meetings in accordance with the Companies Act 2006 and provisions of the company’s Articles of Association and ensuring that you comply with any subsequent filing formalities.