THE UNIVERSITY OF LAW
COMPANY NOTEBOOK
LUKE ROBINSON
, REQUIREMENTS & FEATURES OF A COMPANY
Company’s acts are its own, even if the Director and member are the same person (Salomon
v Salomon)
SEPARATE LEGAL Can be subject to criminal proceedings
PERSONALITY Has rights under the ECHR
A claim against a subsidiary cannot be brought against the parent
Owns own property, can take out a mortgage/floating charge
Transparency (s1080) and maintenance of capital (s830)
Liability of members are limited to the price of their shares, which they must pay in a
LIMITED LIABILITY winding up (s74(2)(d) IA 1986)
Partly paid shares can only be issued on 1st incorporation (MA21)
PERSONAL Although limited liability may protect a member, if the member voluntarily entered into a
GUARANTEE separate contract guaranteeing that they will be liable, the member is personally obliged to
do what they have agreed (and could be liable for the full debt)
Mandatory internal rules which govern how a company is run (s18)
They are a contract between the company and its members (s33)
ARTICLES OF They are always available for inspection at CH
ASSOCIATION Must be a single document with numbered paragraphs (s18(3))
You may entrench some Articles (s22) upon notifying the Registrar of the entrenched Articles
(s23)
DIRECTORS Every private company must have at least 1 (s154(1))
Every public company must have at least 2 (s154(2))
A company must have a registered office (s86)
REGISTERED It does not have to be the company’s main place of business
OFFICE It is where important correspondence goes and statutory books are kept and where notice is
served
A company may also choose to have a SAIL (single alternative inspection location)
Documents at the Registered Office (s1136)
s162(1): available for member inspection without charge
s162(6): non-compliance means all officers in default have committed
REGISTER OF an offence
DIRECTORS s163(1): sets out information to be kept on the registers
s167: duty to notify Registrar of any change within 14 days
DOCUMENTS AT
REGISTER OF s165(1): every company must have this
DIRECTORS’ s165(4): non-compliance is an offence
THE REGISTERED RESIDENTIAL s167(1)(b): duty to notify Registrar of change within 14 days with
OFFICE ADDRESSES CH01 or TM01 (resign)
REGISTER OF s275: available for member inspection without charge
SECRETARIES
s113(1): must keep this for inspection
s114(1): only become a member when your name is entered on it
REGISTER OF s113(7): non-compliance is an offence
MEMBERS
Before name entered, seller is the legal owner holding shares on
trust for new owner
Old owner must account to new owner for any dividends and votes
s355(1)(b)/MA15: minutes of GM’s kept for 10 years at RO
MINUTES s358(1): in hard copy or electronically (s1135(1))
s358(3): inspected by the members free of charge
Company is comprised of documents required by s17, s19 and s32, including:
Certificate of incorporation
COMPANY Current statement of capital
CONSTITUTION Copies of resolutions affecting the articles
Agreements involving shareholder affecting the articles
Articles of Association
1
,CONDUCT
MODEL ANSWER
You should not give [NAME] any advice unless you have the necessary skill and expertise to be
competent to act in the best interests and provide the good standard of service required by
Solicitors’ Conduct Principles 4 and 5 and only where competent as required by Outcome 1.4
As a trainee, you are highly unlikely to have the necessary competence and skill to give [NAME]
advice on [SITUATION]
You should therefore refer the request to a solicitor in the department
Assuming that person has the necessary competence and skill, they could only advise [NAME] if
doing so would not breach s19 Financial Services Markets Act 2000
s19 prohibits the firm from carrying out ‘regulated activity’, unless authorised to do so by the FSA
(facts state that firm is not)
Carrying out a regulated activity without authorisation, and breaching s19, is a criminal offence
(s23 FSMA 2000) (and the contracts entered into could be rendered unenforceable)
Regulated Activity
To constitute a Regulated Activity, the advice-giving would have to:
1. Be carried on by way of business (clearly, as firm is a private/public practice, providing a
professional service to a client)
2. Involve a specified investment (on these facts, yes, as company shares are specified
investment/arranging life insurance (see conduct notes))
3. Constitute a specified investment activity (giving advice on the merits of selling a particular
specified investment (shares in [COMPANY]/life insurance) is such an activity)
4. Not be excluded from counting as regulated activity (excluded if it occurs in connection
with the client’s pre-existing instructions to act on the sale of at least 50% of voting shares in
[COMPANY] (the ‘takeover’ exclusion))
See conduct notes for other exclusions
Thus, this is/is not a regulated activity
On the facts, a solicitor with the necessary skill and expertise to be competent could/could not
advise [NAME] without breaching s19 FSMA 2000
2
, PROCEDURE PLANS
ADDRESS / SECRETARY / ACCOUNTING REFERENCE / AUDITORS
Directors can change the registered address under their general powers (MA3/TA70) by giving notice to the
registrar (s87(1)) using AD01. The change takes effect on notice, but the old address remains valid for
service for 14 days (s87(2))
BM1
Resolve to approve change of address from X to Y; MA3/TA70 general management powers
CHANGE OF Simply majority required; MA7/TA88
REGISTERED
OFFICE
FILING
Internal; minutes of BM1 kept for 10 years from date of meeting, kept at Registered Office; s248;
MA15/TA100(b)
External; send notice to registrar/Companies House, Form AD01; s87(1). Change takes effect
upon notice being registered by registrar, but until the end of the period of 14 days beginning
with the date on which it is registered, a person may validly serve any document on the company
at the address previously registered; s87(2)
FAILURE
1. Can be fined for not keeping BM minutes; s248(4)
2. Can be fined for not maintaining proper records; s1134
BM1
Resolve to appoint Secretary; TA99, MA3/TA70 general management powers
Requires a simple majority; MA7/TA88
FILING
APPOINTING A Internal
SECRETARY 1) Minutes of BM1 must be kept for 10 years from the date of the meeting, kept at the Registered
Office; s248; MA15/TA100(a)
2) amend register of Secretaries; s275
External; send Form AP03 to registrar/Companies House within 14 days; s276(1)(a)
FAILURE
1) Can be fined for not keeping BM minutes; s248(4)
2) Company/Director can be fined for not updating/making available for inspection the register of
Secretaries; s275(6)&(7)
3) Director can be fined for not notifying Companies House of changes to register; s276(3)&(4)
Directors can change the accounting reference date under their general powers (MA3/TA70) by giving
notice to the registrar (s392(1)) using AA01
BM1
Resolve to change accounting period from X to Y; MA3/TA70 general management powers
CHANGE OF Simply majority required; MA7/TA88
ACCOUNTING
REFERENCE FILING
DATE
Internal; minutes of BM1 must be kept for 10 years from the date of meeting, kept at Registered
Office; s248; MA15/TA100(b)
External; send notice to registrar/Companies House, Form AA01, stating whether
current/previous period will be shortened/extended; s392(1) & (2)
FAILURE
1. Can be fined for not keeping BM minutes; s248(4)
2. Period may not be extended so as to exceed 18 months and notice stating this will be ineffective;
s392(5)
3
, Must be qualified and independent; s1212 – s1215
After first appointment, shareholders can appoint by OR s485(4)
APPOINTING BM1
AN AUDITOR Resolve to appoint Auditor; MA3/TA70 general management powers
Simple Majority required; MA7/TA88
FILING
Internal; minutes of BM must be kept at the Registered Office for 10 years from the date of the
meeting; s248; MA15/TA100(a)
FAILURE
Can be fined for not keeping BM minutes; s248(4)
BM1
Resolve to accept resignation; MA3/TA70 general management powers
Simple majority required; MA7/TA88
FILING
REISGNATION Internal
OF AUDITOR 1) Minutes of BM1 must be kept at the Registered Office for 10 years from the date of the meeting;
s248; MA15/TA100(b)
2) Statement by Auditors that they did not resign for anything that will affect shareholders and
creditors; s519
External
Letter of resignation sent to Registrar/Companies House within 14 days; s517
FAILURE
Can be fined for not keeping BM minutes; s248(4)
4
COMPANY NOTEBOOK
LUKE ROBINSON
, REQUIREMENTS & FEATURES OF A COMPANY
Company’s acts are its own, even if the Director and member are the same person (Salomon
v Salomon)
SEPARATE LEGAL Can be subject to criminal proceedings
PERSONALITY Has rights under the ECHR
A claim against a subsidiary cannot be brought against the parent
Owns own property, can take out a mortgage/floating charge
Transparency (s1080) and maintenance of capital (s830)
Liability of members are limited to the price of their shares, which they must pay in a
LIMITED LIABILITY winding up (s74(2)(d) IA 1986)
Partly paid shares can only be issued on 1st incorporation (MA21)
PERSONAL Although limited liability may protect a member, if the member voluntarily entered into a
GUARANTEE separate contract guaranteeing that they will be liable, the member is personally obliged to
do what they have agreed (and could be liable for the full debt)
Mandatory internal rules which govern how a company is run (s18)
They are a contract between the company and its members (s33)
ARTICLES OF They are always available for inspection at CH
ASSOCIATION Must be a single document with numbered paragraphs (s18(3))
You may entrench some Articles (s22) upon notifying the Registrar of the entrenched Articles
(s23)
DIRECTORS Every private company must have at least 1 (s154(1))
Every public company must have at least 2 (s154(2))
A company must have a registered office (s86)
REGISTERED It does not have to be the company’s main place of business
OFFICE It is where important correspondence goes and statutory books are kept and where notice is
served
A company may also choose to have a SAIL (single alternative inspection location)
Documents at the Registered Office (s1136)
s162(1): available for member inspection without charge
s162(6): non-compliance means all officers in default have committed
REGISTER OF an offence
DIRECTORS s163(1): sets out information to be kept on the registers
s167: duty to notify Registrar of any change within 14 days
DOCUMENTS AT
REGISTER OF s165(1): every company must have this
DIRECTORS’ s165(4): non-compliance is an offence
THE REGISTERED RESIDENTIAL s167(1)(b): duty to notify Registrar of change within 14 days with
OFFICE ADDRESSES CH01 or TM01 (resign)
REGISTER OF s275: available for member inspection without charge
SECRETARIES
s113(1): must keep this for inspection
s114(1): only become a member when your name is entered on it
REGISTER OF s113(7): non-compliance is an offence
MEMBERS
Before name entered, seller is the legal owner holding shares on
trust for new owner
Old owner must account to new owner for any dividends and votes
s355(1)(b)/MA15: minutes of GM’s kept for 10 years at RO
MINUTES s358(1): in hard copy or electronically (s1135(1))
s358(3): inspected by the members free of charge
Company is comprised of documents required by s17, s19 and s32, including:
Certificate of incorporation
COMPANY Current statement of capital
CONSTITUTION Copies of resolutions affecting the articles
Agreements involving shareholder affecting the articles
Articles of Association
1
,CONDUCT
MODEL ANSWER
You should not give [NAME] any advice unless you have the necessary skill and expertise to be
competent to act in the best interests and provide the good standard of service required by
Solicitors’ Conduct Principles 4 and 5 and only where competent as required by Outcome 1.4
As a trainee, you are highly unlikely to have the necessary competence and skill to give [NAME]
advice on [SITUATION]
You should therefore refer the request to a solicitor in the department
Assuming that person has the necessary competence and skill, they could only advise [NAME] if
doing so would not breach s19 Financial Services Markets Act 2000
s19 prohibits the firm from carrying out ‘regulated activity’, unless authorised to do so by the FSA
(facts state that firm is not)
Carrying out a regulated activity without authorisation, and breaching s19, is a criminal offence
(s23 FSMA 2000) (and the contracts entered into could be rendered unenforceable)
Regulated Activity
To constitute a Regulated Activity, the advice-giving would have to:
1. Be carried on by way of business (clearly, as firm is a private/public practice, providing a
professional service to a client)
2. Involve a specified investment (on these facts, yes, as company shares are specified
investment/arranging life insurance (see conduct notes))
3. Constitute a specified investment activity (giving advice on the merits of selling a particular
specified investment (shares in [COMPANY]/life insurance) is such an activity)
4. Not be excluded from counting as regulated activity (excluded if it occurs in connection
with the client’s pre-existing instructions to act on the sale of at least 50% of voting shares in
[COMPANY] (the ‘takeover’ exclusion))
See conduct notes for other exclusions
Thus, this is/is not a regulated activity
On the facts, a solicitor with the necessary skill and expertise to be competent could/could not
advise [NAME] without breaching s19 FSMA 2000
2
, PROCEDURE PLANS
ADDRESS / SECRETARY / ACCOUNTING REFERENCE / AUDITORS
Directors can change the registered address under their general powers (MA3/TA70) by giving notice to the
registrar (s87(1)) using AD01. The change takes effect on notice, but the old address remains valid for
service for 14 days (s87(2))
BM1
Resolve to approve change of address from X to Y; MA3/TA70 general management powers
CHANGE OF Simply majority required; MA7/TA88
REGISTERED
OFFICE
FILING
Internal; minutes of BM1 kept for 10 years from date of meeting, kept at Registered Office; s248;
MA15/TA100(b)
External; send notice to registrar/Companies House, Form AD01; s87(1). Change takes effect
upon notice being registered by registrar, but until the end of the period of 14 days beginning
with the date on which it is registered, a person may validly serve any document on the company
at the address previously registered; s87(2)
FAILURE
1. Can be fined for not keeping BM minutes; s248(4)
2. Can be fined for not maintaining proper records; s1134
BM1
Resolve to appoint Secretary; TA99, MA3/TA70 general management powers
Requires a simple majority; MA7/TA88
FILING
APPOINTING A Internal
SECRETARY 1) Minutes of BM1 must be kept for 10 years from the date of the meeting, kept at the Registered
Office; s248; MA15/TA100(a)
2) amend register of Secretaries; s275
External; send Form AP03 to registrar/Companies House within 14 days; s276(1)(a)
FAILURE
1) Can be fined for not keeping BM minutes; s248(4)
2) Company/Director can be fined for not updating/making available for inspection the register of
Secretaries; s275(6)&(7)
3) Director can be fined for not notifying Companies House of changes to register; s276(3)&(4)
Directors can change the accounting reference date under their general powers (MA3/TA70) by giving
notice to the registrar (s392(1)) using AA01
BM1
Resolve to change accounting period from X to Y; MA3/TA70 general management powers
CHANGE OF Simply majority required; MA7/TA88
ACCOUNTING
REFERENCE FILING
DATE
Internal; minutes of BM1 must be kept for 10 years from the date of meeting, kept at Registered
Office; s248; MA15/TA100(b)
External; send notice to registrar/Companies House, Form AA01, stating whether
current/previous period will be shortened/extended; s392(1) & (2)
FAILURE
1. Can be fined for not keeping BM minutes; s248(4)
2. Period may not be extended so as to exceed 18 months and notice stating this will be ineffective;
s392(5)
3
, Must be qualified and independent; s1212 – s1215
After first appointment, shareholders can appoint by OR s485(4)
APPOINTING BM1
AN AUDITOR Resolve to appoint Auditor; MA3/TA70 general management powers
Simple Majority required; MA7/TA88
FILING
Internal; minutes of BM must be kept at the Registered Office for 10 years from the date of the
meeting; s248; MA15/TA100(a)
FAILURE
Can be fined for not keeping BM minutes; s248(4)
BM1
Resolve to accept resignation; MA3/TA70 general management powers
Simple majority required; MA7/TA88
FILING
REISGNATION Internal
OF AUDITOR 1) Minutes of BM1 must be kept at the Registered Office for 10 years from the date of the meeting;
s248; MA15/TA100(b)
2) Statement by Auditors that they did not resign for anything that will affect shareholders and
creditors; s519
External
Letter of resignation sent to Registrar/Companies House within 14 days; s517
FAILURE
Can be fined for not keeping BM minutes; s248(4)
4
