Many of the formalities of running a Limited Company tend to get lost in the bustle of day-to-day activity.
This is particularly true of legal requirements relating to directors and meetings of directors. It is, however, important to have a knowledge of the relevant law.
The good news is that there are few prescribed formalities for board meetings, which can largely be convened and run in accordance with the custom and practice in the company in question.
Modern technology can now also be used. Companies with up to date Articles of Association will be able to hold meetings via telephone or video links. Another convenient short cut is the use of written resolutions, which can be circulated by fax. These are effective from the time of the last director's signature.
Notice must always be given of a board meeting in a reasonable manner and according to the company's custom and practice. An agenda is always helpful and should be circulated in advance. Minutes of the previous meeting should be checked and available, as should any copy documents required.
The requirements for a quorum need to be checked. Each director must declare an interest in matters under discussion.
Certain matters, such as substantial property transactions between the Company and a director, service contracts in excess of five years duration and compensation payments to directors, require approval of a shareholders meeting.
Jonathan Oxley is a partner with Lee & Priestley, solicitors
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