Guidance on Limited Company Meetings and Resolutions

Last Updated: Mar 10, 2021
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When you own your company, you will discover that some important decisions are to be made by directors and members of the company, so you’ll have to host general company meetings adhering to certain procedures. Decisions made during the board or general meetings have to be recorded accurately and reported to Companies House in some cases. For the sake of formality, these meetings still have to take place even if you completely own your company.

What is a general meeting in a limited company?

A general company meetings refers to a formal gathering of shareholders of a limited company. The Companies act of 2006 governs the proceeding of these gatherings along with shareholders agreement and articles of association. Directors usually call these meetings, so shareholders can discuss issues like:

  • Company finances.
  • Legal claims and proceedings.
  • Altering the articles of association.
  • Creating new share classes.
  • Changing directors’ powers.
  • Changing the structure of the company.
  • Issuing more company shares.
  • Altering the objectives of the business.
  • Changing the name of the company.
  • Appointment and removal of a director.
  • Dissolving the company.
  • Altering the shareholders’ agreement.
  • Approving share transfers.

Providing notice of a general meeting

A prior notice of at least 2 weeks must be given to all shareholders and the notice must contain information pertaining to:

  • Type of general meeting
  • Name of the person calling the meeting.
  • Time, date, and location of the meeting.
  • Nature of the meeting.
  • Date the notice is issued
  • Declaration that shareholders can appoint a proxy.

Resolution passing is the essence of the meeting and any decision made by the shareholders present is legally binding. The Companies House must receive a copy of the resolution and extra copies should be made available at the SAIL address or registered office.

What is a limited company board meeting?

The official meeting of directors of a limited company is referred to as board meeting. These are the people that the guarantors and shareholders have chosen to pilot the affairs of the company. Matters such as decision making, review of financial position, discussing strategies, presenting proposals, raising concerns etc are the reasons why board meetings are called. A single director can call for this meeting however, he/she must provide prior notice stating; who called the meeting, objectives of the meeting, time, date and location too.

Are board meetings essential?

Except for the articles of association makes it mandatory, there is no legal compulsion for directors to be present at a board meeting for decisions to be made. However, the collective meeting of directors is more effective in the decision making process. Write-ups can be used by directors to pass resolutions and if this is done, the other directors have to append their signature on the document to show that they are in agreement with the resolution.

First board meeting of directors

It is wise that after formation, a company doesn’t wait too long to hold its first board meeting although there is no legal compulsion for that. The formalities of the business will be properly discussed. Formalities like:

  • Discuss the hiring of staff
  • Setting up a business bank account
  • Reassert vision, values and objectives of the company
  • Allot shares
  • Determine the rights, duties and responsibilities of each director
  • Appoint a strong leader as the chairperson of the board
  • Consult the articles of association
  • Confirming statutory filing deadlines for annual accounts, annual returns and tax returns
  • Share the various company responsibilities.
  • Reasserting the accounting reference date of the company
  • Issue share certificates
  • Selecting an auditor and the various accountants.
  • Accounting and Record-keeping needs
  • Appoint a company secretary

Even if only one director is existent in the company, the minutes of the meeting must still be taken.

Taking minutes of meetings

For the sake of future disagreements, it is vital that the minutes of every meeting be taken. They are usually the proof of past proceedings and they usually contain the following information:

  • Name and address of company
  • Meeting time, date and venue
  • Attendance list
  • Absentees’ apologies
  • Consideration of Proposals
  • Resolutions of Proposals
  • Decisions made from proposed resolutions
  • List of those that were in support and list of those against the decision.
  • Raised objections or queries
  • Any other business that was raised
  • Director’s and secretary’s signature

For at least 2 years, the minutes of every meeting must be available at the SAIL address or registered office. The organisation, maintenance, and distribution of minutes is usually the task of the company secretary.

Article by

John Carter

John Carter is a leading expert in the company formations industry. He has assisted countless business owners incorporate companies and is a font of knowledge when it comes to starting a company! If you found this blog interesting, please do share the love!

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