Which service could amend my memorandum of association?

Jessica9_2

Hi all,

I would like to amend my M&A in order fit a non profit and social enterprise status : for this purpose I would like to know if I have to see a solicitor or just a freelancer will be fine.

Thanks in advance for your help,

Jessica

anamenottaken

Jessica9 wrote: »

Hi all,

I would like to amend my M&A in order fit a non profit and social enterprise status : for this purpose I would like to know if I have to see a solicitor or just a freelancer will be fine.

Thanks in advance for your help,

Jessica

Hold a Board meeting and submit to Companies House. [STRIKE] You don't need [/STRIKE] One doesn't need to use a solicitor. (Freelance what?)

Jessica9_2

anamenottaken wrote: »

Hold a Board meeting and submit to Companies House. [STRIKE] You don't need [/STRIKE] One doesn't need to use a solicitor. (Freelance what?)

I have created the company limited by guarantee using Company Made Simple and they have provided Memorandum & Articles of Associations. They told me that these lasts will be enough for a non-profits organization but regarding a social enterprise I may have to amend to the M&A.

But I believe you are right.

By 'Board Meeting' I believe you mean Article of Association since the index of mine is as below :

INDEX TO THE ARTICLES
PART 1
INTERPRETATION AND LIMITATION OF LIABILITY
1. Defined terms
2. Liability of members
PART 2
DIRECTORS
DIRECTORS’ POWERS AND RESPONSIBILITIES
3. Directors’ general authority
4. Members’ reserve power
5. Directors may delegate
6. Committees
DECISION-MAKING BY DIRECTORS
7. Directors to take decisions collectively
8. Unanimous decisions
9. Calling a directors’ meeting
10. Participation in directors’ meetings
11. Quorum for directors’ meetings
12. Chairing of directors’ meetings
13. Casting vote
14. Conflicts of interest
15. Records of decisions to be kept
16. Directors’ discretion to make further rules
APPOINTMENT OF DIRECTORS
17. Methods of appointing directors
18. Termination of director’s appointment
19. Directors’ remuneration
20. Directors’ expenses
PART 3
MEMBERS
BECOMING AND CEASING TO BE A MEMBER
21. Applications for membership
22. Termination of membership
ORGANISATION OF GENERAL MEETINGS
23. Attendance and speaking at general meetings
24. Quorum for general meetings
25. Chairing general meetings
26. Attendance and speaking by directors and non-members
27. Adjournment
VOTING AT GENERAL MEETINGS
28. Voting: general
29. Errors and disputes
30. Poll votes
31. Content of proxy notices
32. Delivery of proxy notices
33. Amendments to resolutions
PART 4
ADMINISTRATIVE ARRANGEMENTS
34. Means of communication to be used
35. Company seals
36. No right to inspect accounts and other records
37. Provision for employees on cessation of business
DIRECTORS’ INDEMNITY AND INSURANCE
38. Indemnity
39. Insurance

Thanks and regards,

Jessica.

Wywth

Jessica9 wrote: »

...By 'Board Meeting' I believe you mean Article of Association since the index of mine is as below :...

No. By 'Board Meeting' anamenottaken means a meeting of the board of directors ... which can be quite a lonely experience if there is only a sole director of the company

Jessica9_2

Thanks. Are there templates of Board Meeting on companies house website or somewhere else (all these are new to me)?

Jessica9_2

Wywth wrote: »

No. By 'Board Meeting' anamenottaken means a meeting of the board of directors ... which can be quite a lonely experience if there is only a sole director of the company

Ok, thanks. I have just found a template on precious Company Made Simple website (sorry guys if i put some of the content here) :

Please let me know if that look fine (the file is named first-board-meeting-minutes.rtf):

Company Name Ltd

(the "Company")

Minutes of a meeting of the board of directors held at [REGISTERED OFFICE ADDRESS] on [July 2013].


The following directors were present:

[Jessica9]


Directors


1. It was noted that [Jessica9] had been appointed as Directors pursuant to Section 12 of the Companies Act 2006.

Registered Office

2. It was noted that the first registered office of the Company was at [REGISTERED OFFICE ADDRESS].

Subscribers


3. The company does not have a share capital. It was noted that the following person(s) had agreed to become a member of the company:

Name
[Jessica9]


There being no further business the meeting was closed.


Jessica9 July 2013
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Chairman Date

Jessica9_2

Is the above Board Meeting correct (date of 15 July 2013 to be submit to Companies House tomorrow 05 August 2013 since I would the company status to start from 15 July 2013)?

Thanks in advance.

Brassedoff

Sorry, but what you are asking is NOT as simple you believe it to be. For a start I see so many people who pay the £9.99 to form a newco, yet think one size fits all. You will have to make sure you get it right, otherwise there will be legal and financial issues that will come to haunt the directors should something go wrong.

Apart from that, I will make no further comment

Jessica9_2

Brassedoff wrote: »

Sorry, but what you are asking is NOT as simple you believe it to be. For a start I see so many people who pay the £9.99 to form a newco, yet think one size fits all. You will have to make sure you get it right, otherwise there will be legal and financial issues that will come to haunt the directors should something go wrong.

Apart from that, I will make no further comment

Yes,but this what I am doing : I have even called Companies House last week for this purpose and they told me that my M&A must just fit the social enterprise status.

However, I have called the Companies House today and they have told me that the Board-Meeting-Minutes must be keep in the company own records (not send to them) if there were no resolution.

anamenottaken

Jessica - My response about holding a Board meeting and submitting to Companies House was meant to suggest that you hold a meeting of directors of the company (which already exists, doesn't it?) and at that meeting you amend the M&A. I would suggest that what you submit to Companies House is the amended M&A. The draft minutes do not address that.

You really are struggling with this entire matter (hence your various threads) and would, I think, be well advised to get proper paid-for help. Alternatively, find a charity which would be willing to accept payments from your company for a specific project.

If you want to PM me with details of the class of people you want to support, I can consider whether a charity with which I have an involvement would be able to help.

Lomast

Jessica, can i just check do you currently have a limited company set up?

The Board meeting is basically a meeting of the company directors to make a major decision regarding the company, this needs to be minited and kept in the company minuite book.It does not need to be very long or detailed. Companies house are not interested in the minutes but the company must hold a copy.

something like

Board meeting of XYZ Ltd
Held at xxxxxxxx on xxxxxxxxx

Present xxxxxxxxx,xxxxxxxxxxx,xxxxxxxxxxx

A meeting was held on the above mentioned date to change the M&A of the company.

This was aggreed by all named Directors present


Signed ..........Director(s) signatures


What you need to do is find or get advice on how your M&A needs to be amended to cover what you are trying to do. How this needs to be worded is impossible to say without knowing what yours currently says and exactly what you want to change.

I suggest you really need advice from a Company Law Solicitor or maybe an accountant, some i know will deal with these matters some wont. The other place you maybe able to get advice is somewhere like the Federation of Small Businesses but im not sure how much they advise non-members