Articles of Association & Company Resolutions - What You Need to Know

Introduction

The Articles of Association form the internal rule book for private limited companies and as such, anyone who deals with or works with companies should have a solid understanding of how the Articles work.

This introductory course presented as a live streamed broadcast over 2 sessions, will cover the key legal points necessary to be able to understand and use a private company's Articles.

It will also consider the key ways in which directors and shareholders make decisions and will cover how to draft the relevant shareholder resolutions.

If you are a solicitor, accountant, director or company secretary new to advising companies, then this course is for you.

What You Will Learn

This Learn Live course will cover the following:

Articles of Association

• Fundamentals of company law:
• Sources of company law
• Memorandum of Association
• Articles of Association
• How the Companies Act 2006 and Articles operate together
• Contents of the Model Articles of Association for a private company limited by shares
• How to amend the Articles (including drafting the relevant documentation to achieve an amendment)
• Limits on powers of amendment
• How to enforce the Articles (and who can do this)
• Additional considerations currently for sole director companies due to new case law

Company Resolutions in Private Limited Companies

• Fundamentals of company law relating to decision making process
• Model Articles
• Companies Act 2006
• Board meetings (considering the process practically and how to minute the decisions made at such meetings)
• Directors' written resolutions
• Shareholder resolutions
• Live general meetings (considering the process practically and how to reflect decisions made at such meetings)
• Shareholder written resolutions (and when these cannot be used)
• Unanimous consent rule
• Record keeping obligations post decision making

Learn Live: Special Features in this virtual learning session will include speaker Q&As, delegate exercises and voting polls.

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.