The Company Secretarial Platform for the Professional - Compaxit

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Our aim is to make it easy for companies, accounts and solicitors to experience the potential of the CompaXit Platform by signing up to our FREE Membership which provides for limited access to the secretarial Resolutions and Procedures.

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The following Procedures and Resolutions can be accessed with FREE Membership:

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.

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.

Articles - Please select from the list below)

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

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.

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.

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.

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.

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