Company administration notices & minutes

This section contains documents for the efficient administration your company in compliance with the Companies Act 2006. Most are packs of documents - complete solutions - for company secretarial functions from recording minutes of directors’ meeting to announcing company meetings. They include proxies and text of resolutions.


    Consent to short notice of general meeting

    1 Review

    This document is suitable to arrange a company meeting sooner than the period of 14 days specified at law, as required by the Companies Act 2006.

    It can be used for any private company, whether limited by shares or by guarantee.

    The purpose of the meeting could be to pass an ordinary resolution or a special resolution.

    If your company's articles of association do not set a specific notice period to hold a general meeting then you may call a meeting at shorter notice with the consent of the members. The majority required to agree is 90% or such higher percentage (not exceeding 95%) specified in articles.

    The way members choose to give consent depends on the number of members and your company practice. An electronic means of communication is likely to be acceptable.

    Stock transfer form (J10 and J30)

    23 Reviews

    There is no legal or practical requirement for a share transfer form to be in any particular form. The old forms J30 and J10 are no longer relevant. We provide a clean, modern version of the old J30, retaining the characteristic layout so that any user will not worry. We also provide the HMR&C alternative certificates that can be printed on the reverse side of the form or on a second sheet of paper.

    Change registered office address: set of documents

    1 Review

    This pack contains all the documents you need to change the registered office address of a company incorporated in the UK.

    This is the address to which a person can send a document and the company cannot deny having received it. It is not necessarily where the company carries on its business.

    The new address should be in the country in which the company is registered: England & Wales, or Scotland, or Northern Ireland.

    The Companies Act 2006 allows you to change the registered office in three ways: by directors’ resolution, in a general meeting of members, or by way of written resolution.

    This pack includes 3 sets of documents, one set for each of the ways, with clear explanations for each method in the drafting notes.

    You will also need to download AD01 to notify the change of registered address to Companies House.

    Change company name: set of documents

    These are two sets of documents to change your company name: either by way of a resolution passed in a general meeting or the new way of a written resolution.

    The reason to change the name is irrelevant. You are not required to disclose it. But of course the change must be notified to Companies House.

    The documents provide for the motion to be carried as a special resolution (75% approval) to be passed by the members (shareholders), as required by the Act.

    Reduce share capital: set of documents

    4 Reviews

    The pack contains all the documents you need to reduce the share capital of any private company limited by shares.

    These documents are to deal with the administration of your transaction. You will need to complete the documents with pre- and post-reduction figures that your company accountant will be able to supply.

    This pack includes: “Solvency statement under section 642(1)(a)” and “Statement of directors under section 644(5)”.

    To understand the details of the procedure, you can read our article about the new route to reduce the share capital of a private company.

    Before reducing share capital you should look at your company articles of association. They must not contain a restriction on reducing share capital. Other articles may be affected too. If you are in doubt you should change your articles to a new, modern set before you reduce the share capital. You will find alternatives here.

    Appoint auditor: set of documents

    The Companies Act provides three alternative procedures to appoint an auditor:

    • by directors resolution at director meeting
    • by members -  passing an ordinary resolution (representing not less than 50% of the total voting rights) in a general meeting.
    • by members -  passing an ordinary resolution as written resolution

    We provide here three sets of documents so as to cover all the options. Use one set only.

    Under the Companies Act 2006, most small companies have no obligation to appoint an auditor. The requirement is simply to file accounts - prepared by you or someone else.

    The advantage of a formal appointment is that it gives comfort to shareholders, potential buyers of the company, customers, suppliers and other stakeholders that the accounts are in order.

    You can appoint any person as an auditor except: an officer or employee of the company or an associated company, a partner, or a partnership of which such a person is a partner.

    To regulate finer points in detail, you will also need to put in place a service agreement with the auditor.

    Appoint new director: set of documents

    2 Reviews

    You can appoint a director in three ways: by directors’ resolution, in members’ general meeting or by way of written resolution.

    This pack includes 3 sets of documents – one for each way, and each including all the minutes, notices and forms you will need to appoint a new director.

    Make sure whatever procedure your company articles set down, you should choose that set.

    We provide links to the forms required to file at Companies House to notify the appointment of a director.

    After appointment you will of course enter into a contract of some sort with him or her. Depending on the relationship the director has with the company, you will need to put in place a director's service contract.

    Remove director: set of documents

    5 Reviews

    This set of documents is for use to remove one or more directors, on the motion of either the other directors or the shareholders.

    The director being removed could be a shareholder, or not.

    The only way to remove a director is in members’ general meeting. To do this you need an ordinary resolution (greater than 50% approval) to be passed by the members. To call a general meeting, you must provide notice at least 28 days in advance, to allow the director to make a statement of his case to remain.

    This pack includes that special notice, 2 sets of minutes and a proxy voting form.

    The company must also send a completed form TM01 to the registrar within 14 days of the date of vacation of office

    You may also need a template letter to discuss termination with the director, and an agreement to settle any actual or potential dispute as to financial terms.

    Remove auditor: set of documents

    2 Reviews

    These are company meeting documents to remove formally an auditor of a private limited company.

    The reason you wish to terminate the auditors’ contract is not relevant: it may be after disagreement or out of a requirement of the executive directors to be seen to be acting within their authority on this sensitive issue.

    The Companies Act 2006 allows the members to remove an auditor through general meeting. To do this you need an ordinary resolution (50% approval) to be passed. This is a matter where the law requires you to serve special notice of 28 days. The reason is to give time for the auditor to make a statement of his case.

    This pack includes that special notice, 2 sets of minutes and a proxy voting form.

    To notify Companies House, you can download form AA03 from the link we give in the notes with the documents.

    Loan to director: set of documents

    3 Reviews

    The Companies Act allows the authorisation of a loan in one of two ways: in members' general meeting or by way of written resolution.

    This pack includes 2 sets of documents – one for each way.

    If the loan is by a company to a director who also controls it, the most important matter is to cover any possible misunderstanding by HMR&C.

    If there are shareholders who are not directors, it becomes important also to make quite sure that the records in this document set are properly completed and may be copied among affected parties.

    If your company articles does not specify the procedure that must be followed in a general meeting, then a company can grant a loan to the director either through ordinary resolution (50% votes ) or special resolution (75% votes).

    In either type, the resolution must include:

    • the details of the transaction (such as whether there is any security deposit or any guarantor)
    • the amount of the loan and the purpose for which it is required
    • the extent of the company's liability under any transaction connected with the loan

    To record of the terms of loan, you will need one of our loan agreement templates. Depending upon your terms and to regulate the matters fairly you should put this document in place.

    Buy back agreement

    Standard buy back agreement between an employee-shareholder and a private limited company providing for shares to be offered back when the employee ceases to be employed.

    Company resolutions examples

    This is a collection of fourteen example texts for the company resolutions that you will be most likely to need when operating a private limited company.

    The company may be limited by shares or limited by guarantee.

    Pull out this set whenever you need the "right words" for a resolution. The words are ready to slot into your notices and minutes.

    You can use them either at the traditional meeting or in the new procedure of a written resolution.

    Note that each of the document sets on this page already contains the same draft words.

    Documents to hold a general meeting: private company; limited by guarantee

    These are all the documents you need to set up and record a general meeting of a company limited by guarantee.

    The included documents are:

    • notice of the meeting
    • two sets of minutes
    • proxy voting papers

    This set of document is suitable for any size of organisation. The members may be few or may be numbered in thousands.

    The documents are suitable for either type of resolution: ordinary or special.

    Documents to hold a general meeting: private company limited by shares

    These are all the documents you need to call and record a general meeting for a private company limited by share capital.

    They can be used for both types of resolutions: ordinary and special.                      

    For example, you may use them to appoint or remove a director, approve a loan, reduce the share capital of the company or issue new shares.

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