First Company Meetings
A potential area of interest to post company formation clients. Once you receive the Certificate of Incorporation, you should hold a first meeting of directors to deal with the following matters:
* appointment (if appropriate) of a company chairperson, managing director, and any additional directors, and approval of any employment contracts
* appointment (if appropriate) of company auditors
* issue of share certificates and, if appropriate, allotment of further shares in the company
* approval of banking arrangements, including agreeing authorised signatories in respect of the company's bank account and passing the resolutions required by the bank
* approval of any business contracts
* disclosure by directors of their interests in any contracts made with the company
* disclosure in writing by the company directors of their interests in shares or debentures of the company and associated companies
* adoption of a company accounting reference date
* convening of a company general meeting (if required)
First general meeting of the company
A first general meeting of the company will be required:
* to approve any substantial property transaction between the company and any of its directors
* to approve any company directors' service contracts to be entered into for terms exceeding five years
Company returns
After the first board and general meetings, you should make the following returns to the Registrar at Companies House:
* Form 88(2) (Return of allotments of shares)
* If necessary, Form 225 (change of accounting reference date). Failure to notify a change will result in the company's accounting reference date becoming the anniversary of the end of the month of incorporation
In special circumstances you might have to make the following returns:
* Form 123 (Notice of increase in nominal capital) and a copy of the resolution authorising the increase
* A copy of any new or altered Memorandum or Articles, and special resolutions passed
* Form 318 (Notice of place where copies of directors' service contracts or memoranda thereof are kept)
* Form 325 (Notice of place where register of directors' interests in shares etc. is kept) where appropriate
Other company matters
* Minutes of the first company board and general meetings should be prepared
* The company should issue share certificates
* The company's statutory books should be written up
* Shareholders should pay their share capital into the company's bank account
* Consider proposing elective resolutions to dispense with the need for annual general meetings and the laying of accounts and reports before a general meeting
* Consider using written resolutions in place of general meetings
Don't forget to register for VAT, if appropriate
Do call us if you would like further help or advice on this subject.
