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Corporate Governance

The implementation of measures to improve corporate governance has fallen largely within the company secretarial area and responsibilities.

Corporate governance has been described as ‘the system by which companies are directed and controlled’ (Cadbury Report, 1992). Companies’ legislation provides the basic framework of rules, e.g. by requiring certain decisions to be approved by the members. However, the overall regulatory framework still gives UK companies considerable freedom to establish their own governance arrangements. Codes of practice on corporate governance generally attempt to fill these gaps or impose higher standards.

From a smaller company’s point of view,  who do not have a large number of shareholders and complex management criteria, corporate governance is largely concerned with the following issues:

  • Removal of officers
  • Registering charges
  • Striking off
     

Removal of Director - From £150.00 +vat

Under ss. 168 and 164, a company may by ordinary resolution remove a director at any time regardless of anything to the contrary in the articles of association or in any agreement with the director. However, a written resolution may not be used to remove a director.

Special notice must be given to the company of the intention to propose such a resolution, and a copy of such notice must be sent to the director concerned, who may make representations in writing to the company and may request their circulation to the members of the company. Should the company receive such special notice, considerable care should be taken that the requirements of ss. 168 and 169 are strictly complied with.

The resolution may be proposed for submission at the next following annual general meeting, though it could be dealt with at an extraordinary general meeting provided that the special notice was served on the company within the time limit specified in s. 312.

BTC corporate staff will produce the necessary notice of meeting and agenda, draft the special resolution and complete form TM01.

Charge Registration – From £90.00 + vat

  • BTC Compliance staff will
  • Check or prepare form MG01 on your behalf
  • Filing all necessary documents at Companies House, with the relevant statutory filing fee
  • Obtaining the certificate of registration from Companies House
     

Striking Off – From £80.00 + vat

This is an informal insolvency procedure; care should be taken in its use. A company may be struck off the register as a natural part of the cycle of the company, if the company has ceased to trade or if the company is no longer needed for the reasons it was set up for (for example, to protect a name). Our service includes

Preparation of board minutes
Preparation of the relevant statutory form
If necessary, guidance on procedures and consequential matters

 
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