Standard documents

Specimen board minutes of the first meeting of directors of a shelf company incorporated under the Companies Act 2006. For more information on tailoring a shelf company, see Practice note, Purchase and tailoring of a shelf company.

Specimen minutes of the first meeting of the board of directors of a tailor-made private company incorporated under the Companies Act 2006. For information on incorporating a tailor-made private company under the Companies Act 2006, see Practice note, Practice note, How to incorporate a company under the Companies Act 2006.

Skeleton board minutes for a board meeting specifically convened to consider a substantial transaction, for use from 1 October 2008. The skeleton minutes may be supplemented with transaction-specific clauses from other precedents available from PLC Corporate. For skeleton board minutes for a routine board meeting, see Skeleton board minutes (routine).

Specimen notice of general meeting for use by unlisted companies (including private companies). To be used for both AGMs and other general meetings.

This is a specimen consent to short notice of a general meeting. The specimen is drafted on the basis of all the relevant members signing one document but separate documents could be sent to members instead. For further information on short notice, including the required approval levels, see Practice note, General meetings (including AGMs): preparation and notice: Short notice.

Specimen notice of general meeting for use by listed companies. To be used for both AGMs and other general meetings.

A skeleton form of written resolution under Chapter 2 of Part 13 of Companies Act 2006 (only for use by private companies). This version should be used where only one resolution is proposed. See the drafting notes for background information, assumptions and options.

A template share certificate for a private company limited by shares or a public limited company. The Word version of this document can be edited and saved to your desktop,

It is the duty of a director of a company who is in any way, whether directly or indirectly, interested in a proposed transaction with his company to declare the nature and extent of his interest to the other directors of the company (section 177(1), Companies Act 2006). The declaration must be made before the transaction or arrangement is entered into. It may be made by notice in writing, in which case it must be sent to all of the other directors in accordance with section 184. It may be either in paper form or in an agreed electronic form, and may be sent by hand or by post or, if the recipient has agreed to receive it by electronic means, by agreed electronic means. When this is done, the notice is treated as forming part of the proceedings of the next board meeting and so should form part of the minutes of that meeting. A further declaration must be made under the section where an earlier declaration is or becomes inaccurate or incomplete This is a suggested form of such a specific notice where notice is given in writing before the date of the board meeting at which the transaction or arrangement is considered. It is for use where the duty to declare an interest arises on or after 1 October 2008: section 317 of the 1985 Act continues to apply in relation to a duty arising before that date.For further information, including information in relation to the interests that must be declared, see Practice note, Declaration of directors' interests: Companies Act 2006.

Short form board minutes for use by a private company in connection with the allotment and issue of shares, where any required shareholder approvals will be obtained using the written resolution procedure.

Short form board minutes for use by a private company in connection with the approval of a transfer of shares in the capital of the company.

Specimen proxy form for listed companies.

Skeleton minutes for use a general meeting of a company (including an AGM).

Chairman's script for use at an annual general meeting (AGM) of a listed company, where voting is conducted by way of a poll either by completing a poll slip or by voting using an electronic handheld device. The script includes opening and closing statements, a summary of the typical resolutions proposed at an AGM and an explanation of key procedural issues. It also includes schedules with links to alternative or additional provisions that may be included, such as proposing the resolutions at the outset and how to address and respond to difficult issues raised at an AGM. For a script where voting is done on a show of hands, see Standard document, Chairman's AGM script: voting on a show of hands.

Examples of resolutions a company may need to pass in order to enable it to carry out a proposed secondary issue: authority under section 551, Companies Act 2006 to allot shares; and authority under section 570, Companies Act 2006 to disapply pre-emption rights. See also Standard document, Notice of general meeting: secondary issues.

Standard form declaration of trust where shares are registered in the name of a nominee shareholder.

These board minutes deal with a change of company name by special resolution, by written resolution or by a board resolution as a result of a provision in the company articles of association allowing the company to change its name by a resolution of the board. For detail on how to change the name of a company see Practice note, Company names and change of name: overview .

Notice of a general meeting to consider an ordinary resolution to give the directors authority under section 551 of the Companies Act 2006 to allot shares and a special resolution under section 570 of the Companies Act 2006 to disapply pre-emption rights.

A skeleton form of written resolution under Chapter 2 of Part 13 of Companies Act 2006 (only for use by private companies). This version should be used where multiple resolutions are proposed and where the member(s) can either signify agreement to all proposed resolutions or none.See the drafting notes for background information, assumptions and options.

An outline of a print of the resolutions to be filed with the Registrar of Companies where a written resolution has been passed.

A form of written resolution of the directors. It should be read in conjunction with Written resolution of board of directors: drafting note: 1 October 2009.

Specimen resolution to amend the articles of association of a company. Section 9 of the Companies Act 1985 permits a company to alter its articles of association by special resolution. A copy of the resolution and an amended printed version of the articles must then be submitted to the Registrar of Companies within 15 days.

It is the duty of a director of a company who is in any way, whether directly or indirectly, interested in a contract or proposed contract with his company to declare the nature of his interest at a meeting of the directors of the company (section 317(1), Companies Act 1985). Declaration of an interest in a proposed contract must be made at the board meeting at which the question of entering into the contract is first considered or, if the director is not at the time of that meeting interested in the proposed contract, at the first board meeting following his interest arising. If a director becomes interested in a contract after it has been made then this interest must be declared at the first board meeting after which his interest arises (section 317(2, Companies Act 1985). This is a suggested form of such a specific notice where notice is given in writing before the date of the board meeting at which the contract is considered.For further background on disclosure of directors' interests, see Practice note, Transactions with directors.