List of company secretarial services

We provide a range of drafting services for articles of association, alteration to share rights, bonus issues, rights issues and share exchanges. All documentation is provided including (where appropriate) Resolutions and Board Meeting Minutes so everything will be taken care of on your behalf – and all at highly competitive prices.

Our Company Secretarial Service enables clients to pass on some of the administrative burden of keeping a company compliant with the Companies Act 2006, so why not take advantage of our fixed fee service.

Click on any of the links below or scroll through the list below

Shares

Agreements

Directors

Articles

General

Meetings

Resolutions

Financial

Shares (please select from the list below)

Class Shares

Class shares (or 'Alphabet Shares' e.g. 'A shares', 'B shares', etc), allow private companies to provide different groups of shareholders with different rights in respect of dividends, voting rights and return of capital in the event of a winding up. Different rights could for example be allocated to each of the founders, investors and employees or directors.

Sub-Division of Shares

A sub-division of shares is where the shares in an existing share class are each sub-divided into two or more new shares. A straightforward division will not change the shareholders' rights, meaning that following the division the voting control and rights to dividends will be unchanged.

Consolidation Of Shares

A share consolidation is the opposite of a share split and, indeed, is sometimes referred to as a reverse share split. A share consolidation is where a set number of existing shares in a share class are consolidated into one share. It merely alters the number of shares and the nominal value of each share

Allotment and issue of Shares

Share issue is the process by which companies pass on new shares to shareholders who may themselves be new or existing shareholders. With a share allotment, the shares are created and issued by the company to the people who become the company's shareholders.

Transfer of Shares

The shareholder ('the transferor') provides the recipient of the shares ('transferee') with a duly completed and signed stock transfer form and the share certificate in respect of the shares to be transferred.

Bonus Share Issue

A bonus issue, also known as a scrip issue or a capitalisation issue, is an offer of free additional shares to existing shareholders. A company may decide to distribute further shares as an alternative to increasing the dividend pay-out. For example, a company may give one bonus share for every five shares held.

Rights Issue

A company will offer more shares to its shareholders to raise extra money for the company. The company will offer the shareholder a specific number of shares at a specific price. The company will also set a time limit for the shareholder to buy the shares

Redemption of own Shares

Redeemable shares give the shareholder temporary membership in the company since shares issued as redeemable shares have the rights to be bought back (redeemed) by the company (if it has authority to do so) or the holder at a future date.

Purchase of own Shares

A company may purchase any of its shares (whether or not they are expressed to be redeemable) under CA 2006, sec690 - sec708. The purchase can be by means of a market purchase (PLCs only) or an off-market purchase.

Reduction of Share Capital

A share capital reduction is a process governed by the Companies Act 2006 which allows funds retained in the capital of a company to be returned to its shareholders.

Declaration of Dividend

Dividends are only payable when declared by an Ordinary Resolution passed by the shareholders in general meeting. A record of the Directors decision to declare a dividend and Board Meeting Minutes must be maintained.

Dis-application of Pre-Emption Rights on a Share Issue

Existing shareholders have the right to be offered shares pro rata to their existing shareholdings before any new shares are allotted. Shares can be issued as if the pre-emption rights did not apply by the shareholders passing a Special Resolution.

Authorisation for Directors to make specific/general allotment of Shares

Existing shareholders have the right to be offered shares pro rata to their existing shareholdings before any new shares are allotted. The directors of a company may be given the power to allot shares as if these rights did not apply by the shareholders passing a special resolution.

Revocation of Directors' authority to allot Shares

Existing shareholders have the right to be offered shares pro rata to their existing shareholdings before any new shares are allotted. The rights of the directors to allot shares as if these rights did not apply can be revoked by an ordinary resolution passed by the shareholders.

Transmission of Shares

Transmission is the automatic process; when a shareholder dies, his shares immediately pass to the personal representatives or, if a member is declared bankrupt, their shares will vest in the trustee in bankruptcy

Agreements (please select from the list below)

Partnership Agreement (Short & Long Form)

A General Partnership Agreement, also known as a Business Partnership Agreement or Partnership Contract, is a form that establishes the rights and responsibilities of each partner in a for-profit business partnership, as well as the profit and loss distribution of each partner.

Deed of Adherence (Short & Long Form)

A Deed of Adherence allows for a new partner to be added to a partnership which is governed by the Partnership Agreement. It works by binding the new partner into the original partnership agreement, such that he undertakes to perform the same obligations as the original partners, and has the same entitlements, all with effect from the date of the Deed.

Limited Liability Partnership Agreement (LLP)

Two or more persons wishing to carry on a lawful business (or existing partnerships) can incorporate an LLP and they have the same flexible structure as a standard partnership. The main differences are however that the LLP is taxed as a partnership and not a company and the liability of the partners (or members) is limited .

Transfer of Business by Partnership to Company

When an existing Partnership wishes to be converted into a limited company a new limited company is registered and then for the partners enter into a contract with the new company for all (or some) of the assets of the business to be transferred to the company in return for shares in it.

Shareholders' Agreement (Basic Format)

A shareholders' agreement is an agreement between all (or some) of the shareholders of a company. Its purpose is to protect the shareholders' investment in the company, to establish a fair relationship between the shareholders and govern how the company is run.

Directors (please select from the list below)

Appointment of Director

New directors can be appointed at any time after company formation, either as a replacement or in addition to the current director(s). Typically, new appointments must be approved by the company members, unless the Articles grant such powers to the existing director(s).

Appointment of Alternate Director

An alternate director is a person who is appointed to attend, speak and vote at a board meeting on behalf of the director of a company where the principal director would be otherwise unable to attend. Approval of company members is usually required.

Removal of a Director (s168 of the CA 2006)

Special notice of any proposed removal must be given to the company by a member at least 28 days before the general meeting which will consider the removal. It is essential that legal advice is sought before removing a director.

Service (Employment) Agreement For Director

Directors' Service Contracts are a more comprehensive form of employment contract suitable for executive directors of a company. It is important to ensure that these agreements clearly set out what is expected of the director in their dual role - as a member of the board and as an employee.

Directors' Written Resolution

As an alternative to a resolution being proposed and heard at an actual board meeting a director may propose a written resolution which, if signed by the other directors, will have the same effect as if proposed and agreed to at the meeting.

Ordinary Resolution to fix maximum number of Directors

The shareholders can fix the minimum and the maximum number of directors. The 2006 Model Articles do not specify any minimum or maximum number of directors. Should the eligible shareholders of a company pass a resolution to restrict the number of directors then the articles of association will need to be amended to reflect this decision.

Approval of Director's Report And Accounts

A company has many obligations in relation to accounts and reports under the Companies Act 2006 as do a company's directors. Other specific obligations in the CA 2006 relating to accounts and reports will vary according to whether the company qualifies as small, medium-sized, quoted or unquoted.

Articles (please select from the list below)

Adopt 2006 Model Articles - (Private, Public, Guarantee, Management Companies)

The Companies Act 2006 replaced the previous Memorandum & Articles of Association what is now simply the Articles of Association and the Memorandum now contains nothing more than a statement of intent to register a company and is an historic document of no further value following the incorporation of a company. Model Articles have unrestricted objects but certain companies may still prefer to have a restricted objects clause which can now be inserted within the Articles.

Drag Along Clause

This is used in situations where there are minority and majority shareholders and its purpose is to protect the interests of a majority shareholder by providing that any third party who has agreed to purchase all of the shares held by a majority shareholder is also entitled to purchase any or all of the minority shareholding in the company.

Tag Along Clause (Short & Long Form)

This is used in situations where there are minority and majority shareholders and its purpose is to protect the interests of a minority shareholder. The right assures that if the majority shareholder sells his stake, minority holders have the right to join the deal and sell their stake at the same terms and conditions as would apply to the majority shareholder.

Extended 'Communication' Clause

The Companies Act 2006 provides that where an electronic address has been given in a notice calling a meeting it is deemed to have agreed that any document or information relating to proceedings at the meeting may be sent by electronic means to that address. The revised clause simplifies the wording used and increases the scope of electronic delivery of document or information by means of a web site.

Director allowed to vote where there is a potential conflict of interest

If a proposed decision of the directors is concerned with an arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes. The rule in certain circumstances be dis-applied by ordinary resolution which then allows a director from to be counted as participating in the decision-making process.

Appointment of Alternate Directors

A Director may be unable to attend a Board meeting but may still wish to cast his vote. The 2006 Model Articles do not provide for the appointment of Alternate Directors and so will require amending to give a Director power to appoint an Alternate Director to represent him at a Meeting if he himself cannot attend.

Weighted Voting Rights

In general all directors have equal voting rights. Each director will have one vote, and decisions will be carried by a simple majority on a show of hands. The chairman may have the right to exercise a casting vote if votes in favour of and against a motion are equal. It should also be remembered that on certain issues individual directors may be prevented from voting by a conflict of interest.

General (please select from the list below)

Changing The Company Name

A company name can be changed at any time after incorporation. Usually the members can pass a Special Resolution to effect this change, alternatively the Directors can vote to change it without the Members' approval if they are granted this power in the Articles of Association.

Company Re-Registration

A company may re-register from a private limited company to a public limited company (or vice versa) provided that a Special Resolution is passed by the Members, consequential alterations are made to the Articles of Association and a Statutory form filed at Companies House.

Meetings (please select from the list below)

Notice of Board Meeting

The management of the company and the exercise of all the powers of the company are vested in its board of directors. A meeting of the directors can be called by any director and although valid meetings can be arranged informally, by telephone for instance, so long as all directors agree and the arrangements are reasonable in the circumstances it is common practice to call a meeting by formal written notice.

Directors' Written Resolution (See 'Notice of Board Meeting')

As an alternative to a Resolution being proposed and heard at an actual board meeting a Director may (provided the company has authority) propose a Written Resolution which, if signed by the other Directors, will have the same effect as if proposed and agreed to at the meeting.

Consent to Short Notice of General Meeting / AGM

The period of notice for a general meeting or an AGM is 14 days' unless the Articles impose a longer period. Notwithstanding, shorter notice will be valid if it is agreed by not less than 90% of the Members who have the right to attend and vote at the meeting.

Notice of Annual General Meeting

The minimum full period of notice for all meetings is 14 days, even if a special resolution is to be proposed, except for the AGM of a PLC, which is 21 days. The company's articles may require a longer period.

Minutes of Annual General Meeting

The annual general meeting is no longer compulsory for private companies due to reforms introduced by the Companies Act 2006. There is however an obligation to continue to hold AGM's if there is specific mention in the articles of association of the company.

Notice of a General Meeting to consider a particular Resolution

The period of notice for a general meeting or an AGM is 14 days' unless the Articles impose a longer period. Notwithstanding, shorter notice will be valid if it is agreed by not less than 90% of the Members who have the right to attend and vote at the meeting.

Proxy Notice (Open & Specific) for use at General Meeting/AGM

Every member of a company limited by shares or by guarantee who is entitled to attend and vote at general meeting may appoint a proxy. The proxy need not be a member of the company. The proxy will have the right to attend, speak, join in any demand for a poll and the right to vote at the meeting.

Resolutions (please select from the list below)

Appointment of Auditors

This is to be done by the shareholders by ordinary resolution, normally at the general meeting at which the accounts are laid. The directors can appoint the company's first auditors (or the first after a period of audit exemption), and can fill a casual vacancy.

Removal of Auditors

The members of a company may remove an auditor from office at any time during his or her term of office or decide not to re-appoint him or her for a further term. They must give the company 28 days' notice of their intention to put a resolution to remove the auditor, or to appoint somebody else, to a general meeting.

Resignation of Auditors

An auditor may resign from his office by depositing written notice to the company concerned at its registered office. The form of notice an auditor must give usually takes the form of a letter addressed to the company. Auditors of private companies must make a statement of circumstances connected with their resignation unless there are no such circumstances, in which case, the auditor should state this to be the case.

Financial (please select from the list below)

Changing the Accounting Reference Date

A company can change it accounting year end (also known as its 'accounting reference date') to make its financial year run for more or less than 12 months. This can only applythe company's current financial year or the one immediately before it. Changing your company's year end will also change the deadline for filing accounts, unless lengthening the company's first financial year.

Voluntary Liquidation (Where Company Is Insolvent)

A Creditors' Voluntary Liquidation occurs when the company passes a special resolution at a general meeting to say that it cannot continue in business because of its liabilities and that it is advisable to wind up. The resolution must be advertised in the Gazette within 14 days of the general meeting and a copy of it must be sent to Companies House within 15 days.

Voluntary Liquidation (Where Company Is Solvent)

A Members' Voluntary Liquidation allows a solvent company to put itself into liquidation and wind up the affairs of the company (for example if there is no-one left to run a family business).

Voluntary Strike Off

The voluntary striking off procedure commences with a formal decision by the board of directors to seek voluntary striking off. The board then makes a formal application on behalf of the company (using form DS01). That application form makes certain declarations and these must be given by at least the majority of the board.