Board meetings: Get the details right

Following on from her series on incorporation, Jennifer Adams offers advice on regulations and best practices that apply to holding company board meetings.

In his article on management reporting, Are you a player or a spectator? David Carter wrote that ’board meetings are simply an exercise in back seat driving. By the time they get to the boardroom the events under discussion may have happened over a month ago’.

So if past is past, is there a need for board meetings particularly for private limited companies managed by less than, say, three directors? A chat over the coffee machine will suffice - surely? Anyone is business will know that life is not that simple and that a raft of legal, tax and regulatory requirements say otherwise. Some key points to consider follow.

NOTE: The Regulations noted in the text are to be found in The Companies (Model Articles) Regulations 2008.
 
Detailed advice in the full article covers:
Further reading
Jennifer Adams FCIS TEP ATT is a freelance writer and author specialising in tax and company secretarial issues; she can be contacted at Abacus Business Solutions. The information contained in this article is intended to provide for general educational use and information only. It is not intended to advise or recommend any particular course of action or opinion. The reader should not act or rely on any information contained therein without seeking independent legal advice.
 
 

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Comments

Death of a director

yeboyye | | Permalink

Private company formed before the Companies Act 2006.  Company is in the process of being wound up under ESC C16.  Two directors/shareholders.  One director/shareholder has died.  Do we need to hold a shareholders meeting to appoint another director e.g. the spouse of the deceased director, or can the remaining director deal with the remaining issues e.g. final distribution, application for striking-off?

Rules for Company incorporated before 1 Oct 2009?

gsgordon | | Permalink

Dividends: Get the details right says I can prepare a minute that authorizes a dividend instead of having to hold a board meeting. This appears to be subject to the new Table A from CA2006 applying.

CH website says the new Table A applies to companies incorporated on or after 1 Oct 2009.

Does that mean the advice given there does not apply to us, as we were incorporated before 1 Oct 2009? If it does not apply, can we now adopt the new Table A?

In particular, I'd like to be able to declare and pay a dividend from our private company without a meeting, as in - "Therefore suggest a standard text is prepared confirming due consideration of accounts and authorisation of the dividend (whether interim or final) which is signed and dated by the director at the time each payment is made." (From Dividends: Get the details right.)

Can this be done for a company incorporated before 1 Oct 2009?

I assume the text would include the words "The accounts to 'date' show that £XX is available as distributable profit. It was resolved that an interim dividend of £YY per Ordinary Share be declared and paid on 'date' to shareholders registered at the close of business on 'date'.", and this would be signed and dated by the 2 directors.

Or can anyone suggest a better form of words, or a free source of the words.