Articles of Association & Corporate Decision Making - The Scottish Perspective
The Articles of Association form the internal constitution for limited companies. Those who run, manage or advise companies need to know how Articles operate.
This introductory-level live broadcast session will provide you with an introduction to the main points of law relating to Articles and will explain how articles can be drafted to cover your clients’ requirements.
It will explain which decisions are reserved to the members of companies, either under the Articles or by statute, and which decisions may be taken by directors in board meetings.
This session will also explain the need for accurate minute-writing and show how careful minutes can protect directors. If you are new to the provision of professional advice to companies, whether as an accountant or lawyer, or you are moving into representing or advising business start-ups, this session is for you.
What You Will Learn
This live and interactive session will cover the following:
Articles of Association
- Purpose of Articles
- Memorandum of Association
- Articles of Association
- How the Companies Act 2006 and Articles operate together
- Model Articles of Association for a private company limited by shares
- Objects clauses - when to use them, if at all
- How to amend Articles
- Limits on powers of amendment
- How to enforce Articles
- Classes of shares
- Interaction with shareholders’ agreements
- Minority rights under Articles
- Useful provisions in Articles and how to draft them
Company Resolutions in Private Limited Companies
- General meetings: when and how they may be held
- Decision-making in general meetings
- Use of written resolutions
- Unanimous consent rules
- Transactions that must be approved by the members
- Ratificatory meetings
- Registration of resolutions with the Registrar of Companies
Board Meetings & Their Importance
- The holding of board meetings
- Need for board minutes to record directors’ commercial and administrative decisions, especially taking account of s.172 of the Companies Act 2006
- Board minutes and allotments of shares
- Need for board minutes to show approval of directors’ transactions with their companies
- Board minutes, creditors’ interests and potential insolvency
- Directors’ solvency statements
- Declarations of dividends
Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.