Meetings

Meetings can be created or amended from Edit | Meetings. To create a new meeting, click New. To view or amend an existing meeting, highlight the meeting and click View. Meetings are used to enter and generate minutes and individual print of resolutions. Company Secretarial includes are variety of standard resolutions, see below for a comprehensive list of the standard resolutions available. The standard resolutions are regularly updated , however, to request a new standard resolution, please click here to email IRIS with details of the required resolution.

Resolutions

To apply any of the standard resolutions within a meeting, go to Edit | Meetings, highlight the relevant meeting and click View or click New if the relevant meeting does not yet exist. Select the Resolutions tab and click New | Standard resolutions.

The next screen lists all the Standard resolutions, some standard resolutions will appear on the right hand side of the screen, this is because IRIS recognises that a related change has been made to the database and has not yet been referred to within any meeting. If reference to this particular event is not needed, highlight the item on the right and click Delete. (Multiple unwanted resolutions can be highlighted for deletion by using the Shift or Ctrl key and mouse). The resolution will then be made available on the left hand side of the screen.

The resolutions pick up information specific to the client some of the necessary information may need to be entered through on screen options.

Therefore there are two types of standard resolutions:

resolutions that allow the selection of an event which includes all necessary information i.e. directors appointment or share issue
resolutions that bring up a screen to enter the required information to complete the standard wording i.e. letter of representations opens a separate screen to insert the persons name that has signed the letter.

See below for a list of all available resolutions for use against a meeting. Click on the icon for more detail. Alternatively, click on the Show All option to show all detail, and then the Hide All option to return back to the reduced text view.

Allotment of shares - Bonus issue (Click again to close).

Select Allotment of shares - Bonus issue, click OK to identify that this information is to be entered against the selected meeting.

The Bonus Issue screen displays a list of bonus issues entered within the Share Register. From the list of bonus issues, select all that needs to be referred to by ticking the boxes on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If a bonus issue is not available for selection this is because either the event was not logged when it was created or it has been referred to in a previous meeting. See Help | Help | Forms | Limited Company Forms | Example Forms | Form SH01 for more information on activating this event.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

IT WAS RESOLVED that, upon the recommendation of the directors, the sum of £150,000 being part of the accumulated reserves of the Company, be capitalised and appropriated as capital to and among the holders of the Ordinary A shares of £1 each in the capital of the Company as appearing in the register of members as at the close of business on 31st December 2009 and the directors be authorised and directed to apply each sum in paying up in full Ordinary B shares of £1.50 each in the capital of the Company and to allot and distribute such new shares, credited as fully paid, to and among the holders of the Ordinary A shares at a rate of 4 such new share/s for every 2 existing Ordinary A shares of £1 each/each existing Ordinary A share of £1 held by them and such shares shall rank pari passu with the existing Ordinary A shares of £1 each in the capital of the Company.

[The secretary was instructed to issue share certificates as evidence of the allotment, to alter the register of members as appropriate and to file a form SH01: Return of allotment of shares together with a copy of the ordinary resolution with the Registrar of Companies in respect of the allotment.]

Allotment of shares - Share Issue (Click again to close).

Select Allotment of shares - Share issue click OK to identify that this information is to be entered against the selected meeting.

The Issued Shares screen displays a list of share issues entered within the Share Register. From the list of share issues, select all that needs to be referred to by ticking the boxes on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If a share issue is not available for selection this will be because either the event was not logged when it was created or it has been referred to in a previous meeting. Help | Help | Forms | Limited Company Forms | Example Forms | Form SH01 for more information on activating this event.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

[The Chairman reported that] applications had been received in relation to the following:

‘A’ Ordinary A shares of £1 each - £1.00 per share being full payment

Name of Applicant Number of Shares Paid per Share

Mr John Smith 70 £1.00

Ms Clara Bella 70 £1.00

IT WAS RESOLVED that the above be approved and shares in the capital of the Company be allotted to each applicant, in the number set out next to their name on the basis that they shall rank pari passu in all respects with the existing shares in issue in their respective class and that share certificates be issued to the applicants.

[The secretary was instructed to file a form SH01: Return of allotment of shares with the Registrar of Companies in respect of the allotment and to update the statutory registers accordingly.]

Auditor appointment (Click again to close).

Select Auditor appointment, click OK to identify this information is to be entered against the selected meeting.

The Auditor appointed screen displays a list of newly appointed auditors. From the list of newly appointed auditors, select the change that needs to be referred to by ticking the box on the left hand side of the screen and click OK. On the following screen specify if the period is for a fixed term or an indefinite period, click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If a newly appointed auditor event is not available for selection this will be because either the event was not logged when it was created or it has been referred to in a previous meeting. See Help | Help | Forms | Limited Company Forms | Example Forms | Form AA03 for more information on activating this event.

Example of fixed period resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

IT WAS RESOLVED that Andrews & Brown be appointed auditor(s) of the Company, with effect from the 1st June 2009, to hold office until the end of the next period for appointing auditors as defined in s485 Companies Act 2006 and that their remuneration be agreed by the directors.

Auditor re-appointment and authorisation of remuneration (Click again to close).

Select Auditor re-appointment and authorisation of remuneration, click OK to identify this information is to be entered against the selected meeting. The resolution will be inserted including the name of the current auditors for this client.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

IT WAS RESOLVED that Andrews and Brown, the Company's auditor(s), having signified their willingness to continue in office, be and they were reappointed as the auditor(s) of the Company for the period ending at the conclusion of the next period for appointing auditors as defined in s485 Companies Act 2006 and that the directors be and they were authorised to determine the remuneration of the auditors.

Auditor removed (Click again to close).

Select Auditor removal, click OK to identify this information is to be entered against the selected meeting.

The Auditors removed from office screen displays a list of events where the auditor has been changed within IRIS. From the list of auditor changes, select the change that needs to be referred to by ticking the box on the left hand side of the screen and click OK. On the following screen specify if the period was for a fixed term or an indefinite period, click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If an auditor removed from office event is not available for selection this will be because either the event was not logged when it was created or it has been referred to in a previous meeting. See Help | Help | Forms | Limited Company Forms | Example Forms | Form AA03 for more information on activating this event.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

IT WAS RESOLVED that Andrews and Brown be removed from office as auditor(s) of the Company with effect from the 31st December 2009 and that United Auditors be appointed auditors of the company in their place to hold office until the end of the next period for appointing auditors as defined in s485 Companies Act 2006 and that their remuneration be agreed by the directors.

[The secretary was instructed to file form AA03: notice of resolution removing auditors with the Registrar of Companies in respect of the removal from office.]

Auditor remuneration (Click again to close).

Select Auditor remuneration, click OK to identify this information is to be entered against the selected meeting.

The actual value of auditors’ remuneration needs to be inserted on the following screen, click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

IT WAS RESOLVED that the remuneration of the auditors be fixed at £5,000.00.

Authority to allocate shares (Click again to close).

Select Authority to allot shares, click OK to identify this information is to be entered against the selected meeting.

The maximum nominal amount needs to be inserted on the following screen, click OK. Enter the Date of Expiration of the authorisation, click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

Private Company- 1 share type

IT WAS RESOLVED that the directors be generally and unconditionally authorised, pursuant to s550 Companies At 2006 to allot shares up to a maximum nominal amount of £1 for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) five years from the date of this resolution and such authority shall permit the Company to make an offer or agreement which would or might require relevant securities to be allotted after expiry of this authority and the directors may allot relevant securities pursuant to any such offer or agreement.

[The secretary was instructed to file a copy of the resolution with the Registrar of Companies accordingly]

Public Company- 1 share type

IT WAS RESOLVED that the directors be generally and unconditionally authorised, pursuant to s551 Companies At 2006 to allot shares up to a maximum nominal amount of £1 for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) five years from the date of this resolution and such authority shall permit the Company to make an offer or agreement which would or might require relevant securities to be allotted after expiry of this authority and the directors may allot relevant securities pursuant to any such offer or agreement.

[The secretary was instructed to file a copy of the resolution with the Registrar of Companies accordingly]

Private and Public Company- more than one share type:

[The secretary was instructed to file a copy of the resolution with the Registrar of Companies accordingly]

Authority to approve directors conflict (Click again to close).

Select Authority to approve directors conflict, click OK to identify that this information is to be entered against the selected meeting.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

IT WAS RESOLVED that, for the purpose of paragraph 47 of Part 3 of Schedule 4 to the Companies Act 2006 (Commencement No. 5, Transitional Provisions and Savings) Order 2007, authorisation of any situation in which a director of the Company has, or can have, an interest which conflicts, or possibly may conflict, with the interests of the Company may be given in accordance with s175(5)(a) Companies Act 2006.

[The Secretary or The director or One of the directors was instructed to file a copy of the resolution with the Registrar of Companies and annex a copy of the resolution to all copies of the Company’s Articles of Association.]

Bankers Appointment (Click again to close).

Select Bankers Appointment and click OK to identify that this information is to be entered against the selected meeting.

The Bankers appointment screen appears and requires the name of the company's banker to be inserted, click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

IT WAS RESOLVED that Barclays Bank Plc (the 'Bank') be appointed bankers of the Company and that the Bank be instructed to operate the Company's account according to instructions set out in the Bank's standard form of mandate.

Chairman Appointment (Click again to close).

Select Chairman appointed, click OK to identify this information is to be entered against the selected meeting.

The Election of new chairman allows the manual entry of the new chairman’s name or Find name can be used to select the person from the database, once the name is inserted click OK. On the following screen enter the date on which the chairman was appointed, click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

IT WAS RESOLVED that Mr John Smith be appointed chairman of the board with effect from the 1st December 2009.

Change of accounting reference date (Click again to close).

Select Change of accounting reference date, click OK to identify this information is to be entered against the selected meeting.

The Change of accounting period reference date screen displays a list of accounting periods that have been altered within IRIS. From the list of changed periods, select the change that needs to be referred to by ticking the box on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If a change of accounting reference date event is not available for selection this will be because either the event was not logged when it was created or it has been referred to in a previous meeting. See Help | Help | Forms | Limited Company Forms | Example Forms | Form AA01 for more information on activating this event.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

IT WAS RESOLVED that pursuant to s392 Companies Act 2006 the accounting reference date of the Company be extended from the 31st December 2009 to the 31st January 2010, such change to be effective in relation to the Company's previous accounting reference period and subsequent periods.

[The secretary was instructed to file a form AA01: Change of accounting reference date with the Registrar of Companies accordingly.]

Change of Company name by articles (Click again to close).

Select Change of Company Name by articles, click OK to identify that this information is to be entered against the selected meeting.

The change of company name screen displays a list of name changes logged against this client. From the list of alterations to company name, select the change that needs to be referred to by ticking the box on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If a change of name event is not available for selection this will be because either the event was not logged when it was created or it has been referred to in a previous meeting. See Help | Help | Forms | Limited Company Forms | Example Forms | Form NM04 for more information on activating this event.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

The chairman proposed that the Company change its name from Pastures New Ltd to Greenfield Limited by means provided for within the Company’s Articles of Association attached to this resolution be adopted as the Company’s new Articles of Association.

[IT WAS RESOLVED that the change be made and that the secretary be instructed for file a form NM04: Notice of change of name by means provided for in the articles, a copy of the resolution and the Articles of Association with the Registrar of Companies accordingly.]

Change of Company name by resolution of directors (Click again to close).

Select Change of Company name by resolution of directors, click OK to identify that this information is to be entered against the selected meeting.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

[The chairman proposed] that the company change its name from Pastures New Ltd to Greenfield Limited by resolution of directors and that the Articles of Association attached to this resolution be adopted as the Company’s new Articles of Association.

[IT WAS RESOLVED that the change be made and that the secretary be instructed to file a form ‘NM05: Notice of change of name by resolution of directors’, a copy of the resolution and the Articles of Association with the Registrar of Companies accordingly.]

Change of Company name by special conditional resolution (Click again to close).

Select Change of Company Name by special conditional resolution, click OK to identify that this information is to be entered against the selected meeting.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

Conditional Resolution as a special resolution Not Satisfied ie proposed change of name event not satisfied:

The chairman proposed, as a special resolution, that the Company change its name from Pastures New Ltd to Greenfield Limited by conditional resolution and that the Articles of Association attached to this resolution be adopted as the Company’s new Articles of Association. The chairman confirmed the conditions for the change of name to occur have not been satisfied.

[IT WAS RESOLVED that the change be made when the conditions have been satisfied and that the secretary be instructed for file a form ‘NM02: Notice of change of name by conditional resolution’ with the Registrar of Companies accordingly.]

Conditional Resolution as a special resolution Satisfied ie proposed change of name event satisfied:

The chairman proposed that the Company change its name from Pastures New Ltd to Greenfield Limited by conditional resolution and that the Articles of Association attached to this resolution be adopted as the Company’s new Articles of Association. The chairman confirmed the conditions for the change of name to occur have been satisfied.

[IT WAS RESOLVED that the change be made when the conditions have been satisfied and that the secretary be instructed to file a form NM03: Notice confirming satisfaction of the conditional resolution for change of name, a copy of the resolution and the Articles of Association with the Registrar of Companies accordingly.]

Change of Company name by special resolution (Click again to close).

Select Change of company name by Special Resolution, click OK to identify this information is to be entered against the selected meeting.

The Change of company name screen displays a list of name changes logged against this client. From the list of alterations to company name, select the change that needs to be referred to by ticking the box on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If a change of name event is not available for selection this will be because either the event was not logged when it was created or it has been referred to in a previous meeting.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

[The chairman proposed,] that the Company change its name from Greenfield Limited to Eaton Limited by a special resolution and that the Articles of Association attached to this resolution be adopted as the company’s new Articles of Association.

[IT WAS RESOLVED that the change be made and that the secretary be instructed to file form NM01: Notice to change of name by resolution, a copy of the resolution and the Articles of Association with the Registrar of Companies accordingly.]

Change of location of records to registered office (Click again to close).

Select Change of location of records to registered office, click OK to identify that this information is to be entered against the selected meeting.

The Records relocated to registered office screen displays a list of relocated records logged against this client. From the list of records, select the record that needs to be referred to by ticking the box on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If a relocated record is not available for selection this will be because either the event was not logged when it was created or it has been referred to in a previous meeting. See Help | Help | Forms | Limited Company Forms | Example Forms | Form AD04 for more information on activating this event.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

IT WAS RESOLVED that the following company records be re-located to the registered office:

-Register of members

-Register of directors

-Directors’ service contracts

-Directors indemnities

-Register of secretaries

-Records of resolution etc.

-Contracts relating to purchase of own shares

-Document relating to redemption or purchase of own share out of the capital by private company

-Register of debenture holders

-Report to members of outcome of investigation by public company into interests in its shares

-Register of interests in shares disclosed to a public company

-Instruments creating charges and register of charges: England and Wales or Northern Ireland

-Instruments creating charges and register of charges Scotland

[The secretary be instructed to file a form ‘AD04: Change of location of company records’ to the registered office with the Registrar of Companies accordingly.]

Change of location of records SAIL (Click again to close).

Select Change of location of records to SAIL, click OK to identify that this information is to be entered against the selected meeting.

The Records relocated to SAIL screen displays a list of relocated records logged against this client. From the list of records, select the record that needs to be referred to by ticking the box on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

IT WAS RESOLVED that the following company records be re-located to the Single Alternative Inspection Location (SAIL):

-Register of members

-Register of directors

-Directors’ service contracts

-Directors indemnities

-Register of secretaries

-Records of resolution etc.

-Contracts relating to purchase of own shares

-Document relating to redemption or purchase of own share out of the capital by private company

-Register of debenture holders

-Report to members of outcome of investigation by public company into interests in its shares

-Register of interests in shares disclosed to a public company

-Instruments creating charges and register of charges: England and Wales or Northern Ireland

-Instruments creating charges and register of charges Scotland

[The secretary be instructed to file a form ‘AD03: Change of location of company records’ to the SAIL with the Registrar of Companies accordingly.]

Change of register of debentures - Only applicable before 1st October 2009 (Click again to close).

Select Change of register of debentures, click OK to identify this information is to be entered against the selected meeting.

The Moving register of debentures screen displays a list of any moves logged within IRIS. From the list of address changes, select the change that needs to be referred to by ticking the box on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If a change of address event is not available for selection this will be because either the event was not logged when it was created or it has been referred to in a previous meeting. See Help | Help | Forms | Limited Company Forms | Company's Act 1985 Forms | Form 190 for more information on activating this event.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

IT WAS RESOLVED that the Company's register of debentures now be kept at 34-65 Shorthand Street, Kettlerena, Madeupville, FR45 6GT [and that the secretary be instructed to file form 190 (or other such form as required under s473(2) Companies Act 2006) with the Registrar of Companies accordingly].

This resolution is only available for changes before 1st October 2009. Events after 1st October 2009 to use ‘Change of location of records to registered office’ or ‘Change of location of records to single alternative inspection location’ resolutions.

Change of register of directors service contracts - Only applicable before 1st October 2009 (Click again to close).

Select Change of register of directors service contracts, click OK to identify this information is to be entered against the selected meeting.

The Moving directors service contracts screen displays a list of any moves logged within IRIS. From the list of address changes, select the change that needs to be referred to by ticking the box on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

IT WAS RESOLVED that the directors' service contracts now be kept at 34-65 Shorthand Street, Kettlerena, Madeupville, FR45 6GT [and that the secretary be instructed to file form 318 (or other such form as required under sections 228 - 230 Companies Act 2006) with the Registrar of Companies accordingly].

Change of register of members - Only applicable before 1st October 2009 (Click again to close).

Select Change of register of members, click OK to identify this information is to be entered against the selected meeting.

The Moving register of members screen displays a list of any moves logged within IRIS. From the list of address changes, select the change that needs to be referred to by ticking the box on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

IT WAS RESOLVED that the Company's register of members now be kept at 34-65 Shorthand Street, Kettlerena, Madeupville, FR45 6GT [and the secretary be instructed to file form 353 with the Registrar of Companies accordingly].

Change of registered office (Click again to close).

Select Change of registered office, click OK to identify this information is to be entered against the selected meeting.

The Change of registered office screen displays a list of any moves logged within IRIS. From the list of address changes, select the change that needs to be referred to by ticking the box on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If a change of address event is not available for selection this will be because either the event was not logged when it was created or it has been referred to in a previous meeting. See Help | Help | Forms | Limited Company Forms | Example Forms | Form AD01 for more information on activating this event.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

IT WAS RESOLVED that the registered office be changed to Oaklands House, Wheatfield Hill, Fieldsgalore, Essex, DF54 6GT [and the secretary be instructed to file the form AD01: Change of registered office address with the Registrar of Companies accordingly].

Change of Single Alternative Inspection Location SAIL (Click again to close).

Select Change of Single Alternative Inspection Location (SAIL), click OK to identify that this information is to be entered against the selected meeting.

The Change of SAIL screen displays a list changes in the SAIL logged against this client. From the list, select the event that needs to be referred to by ticking the box on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If an event is not available for selection this will be because either the event was not logged when it was created or it has been referred to in a previous meeting. See Help | Help | Forms | Limited Company Forms | Example Forms | Form AD02 for more information on activating this event.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

IT WAS RESOLVED that the Single Alternative Inspection Location (SAIL) be changed to Oakfield House, Wheatfield Hill, Fieldsgalore, Essex, DF54 6GT.

[The secretary be instructed to file a form AD02: Notification of Single Alternative Inspection Location (SAIL) with the Registrar of Companies accordingly.]

Confirmation of first registered office (Click again to close).

Select Confirmation of first registered office and click OK to identify this information is to be entered against the selected meeting. This will automatically enter the standard resolution.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

[It was reported that] the Company had been incorporated with its registered office at 34-65 Shortland Street, Kettlerena, Madeupville, FR45 6GT and IT WAS RESOLVED that this arrangement be confirmed.

Consent to short notice (Click again to close).

Select Consent to short notice, click OK to identify this information is to be entered against the selected meeting.

This will automatically enter in the standard resolution with a space for each member at the date of the meeting to sign their consent.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

We, the undersigned, being a majority in number of the members and being a majority who together hold not less than the requisite percentage in nominal value of the shares giving a right to attend and vote at the meeting for the time being of Eaton Limited, hereby consent to the above meeting being held at short notice in accordance with s307(4) and (5) of the Companies Act 2006:

..................................................

Mrs Zena Behrman

..................................................

Mr Hector Builder

Single member:

I, the undersigned, being the sole member for the time being of Greenfield Limited, hereby consent to the above meeting being held at short notice in accordance with s307(5) of the Companies Act 2006:

..................................................

Director appointed (Click again to close).

Select Director appointed, click OK to identify that this information is to be entered against the selected meeting.

The Appointed directors screen displays a list of any appointments logged within IRIS. More than one appointment can be selected for this resolution. If multiple selections are required from a certain date then enter a date in the Since field and click Select all. From the list of appointments, select the person/business that needs to be referred to by ticking the box on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If an appointment is not available for selection this will be because either the event was not logged when it was created or it has been referred to in a previous meeting. See Help | Help | Forms | Limited Company Forms | Example Forms | Form AP01 / AP02 for more information on activating this event.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

Multiple appointments- People:

IT WAS RESOLVED that the following, having consented to act, be and are hereby appointed as directors of the Company.

Appointments Date appointment effective from

Alison Lotter 1st January 2010

Mr Hector Builder 1st January 2010

Mr Daniel Docker 1st January 2010

[The secretary was instructed to file a form ‘AP01: Appointment of director’ with the Registrar of Companies in respect of each afore-mentioned appointment and to enter their names in the register of directors accordingly.]

Multiple appointments- Businesses:

IT WAS RESOLVED that the following, having consented to act, be and are hereby appointed as directors of the company.

Appointments Date appointment effective from

Altons Limted 1st January 2010

Central Arms Plc 1st January 2010

Flounder LLP 1st January 2010

[The secretary was instructed to file a form AP02: Appointment of corporate director with the Registrar of Companies in respect of each afore-mentioned appointment and to enter their names in the register of directors accordingly.]

Multiple appointments- Mixed:

IT WAS RESOLVED that the following, having consented to act, be and are hereby appointed as directors of the company.

Appointments Date appointment effective from

Altons Limited 1st January 2010

Mr Hector Builder 1st January 2010

Mr Daniel Docker 1st January 2010

[The secretary was instructed to file a form ‘AP01: Appointment of director’ or ‘Appointment of corporate director,’ as relevant with the Registrar of Companies in respect of each afore-mentioned appointment and to enter their names in the register of directors accordingly.]

Single appointment- Person:

IT WAS RESOLVED that Mr Daniel Docker, having consented to act, be and is hereby appointed as a director of the Company with effect from the 1st January 2010.

[The secretary was instructed to file a form ‘AP01: Appointment of director’ with the Registrar of Companies in respect of the afore-mentioned appointment and to enter his name in the register of directors.]

Single appointment- Business:

IT WAS RESOLVED that Altons Limited, having consented to act, be and hereby appointed as a director of the Company with effect from the 1st January 2010.

[The secretary was instructed to file a form ‘AP02: Appointment of corporate director’ with the Registrar of Companies in respect of the afore-mentioned appointment and to enter their name in the registrar of directors.]

Director or secretary died (Click again to close).

Select Director or secretary died, click OK to identify this information is to be entered against the selected meeting.

The Deceased directors and company secretaries screen displays a list of any dead officers logged within IRIS. More than one appointment can be selected for this resolution. If multiple selections are required from a certain date then enter a date in the Since field and click Select all. From the list of officers, select the person that needs to be referred to by ticking the box on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If a termination is not available for selection this will be because either the event was not logged when it was created or it has been referred to in a previous meeting. See Help | Help | Forms | Limited Company Forms | Example Forms | Form TM01 / TM02 for more information on activating this event.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

Multiple Deaths- Directors only:

The Chairman reported with regret that:

Mr Frank Bloggs, the director of the company, had died on 31st December 2009;

Mrs Francis Bloggs, the director of the company, had died on 31st December 2009; and

Mr Frederick Bloggs, the director of the company, had died on 31st December 2009.[The secretary was instructed to file a form ‘TM01:

[The secretary was instructed to file a form ‘TM01: Termination of appointment of director’ with the Registrar of Companies in respect of the afore-mentioned death and to amend the register of directors accordingly.]

Multiple Deaths- Secretaries only:

The Chairman reported with regret that:

Mr Frank Bloggs, the secretary of the company, had died on 31st December 2009;

Mrs Francis Bloggs, the secretary of the company, had died on 31st December 2009; and

Mr Frederick Bloggs, the secretary of the company, had died on 31st December 2009.

[The secretary was instructed to file a form ‘TM02: Termination of appointment of secretary’ with the Registrar of Companies in respect of each afore-mentioned death and to amend the register of secretaries accordingly.]

Multiple Deaths- Mixed:

The Chariman reported with regret that:

The Chairman reported with regret that:

Mr Frank Bloggs, the secretary of the company, had died on 31st December 2009;

Mrs Francis Bloggs, the director of the company, had died on 31st December 2009; and

Mr Frederick Bloggs, the secretary of the company, had died on 31st December 2009.

[The secretary was instructed to file a form ‘TM01: Termination of appointment of director’ or ‘TM02: Termination of appointment of secretary’ as relevant, with the Registrar of Companies in respect of each afore-mentioned death and to amend the register of secretaries accordingly.]

Single Death- Director:

The Chairman reported with regret that Mr Frank Bloggs, the director of the Company, had died on the 31st December 2009.

[The secretary was instructed to file a form ‘TM01: Termination of appointment of secretary’ with the Registrar of Companies in respect of the afore-mentioned death and to amend the register of directors accordingly.]

Single Death- Secretary:

The Chairman reported with regret that Mr Frank Bloggs, the secretary of the Company, had died on the 31st December 2009.

[The secretary was instructed to file a form ‘TM02: Termination of appointment of secretary’ with the Registrar of Companies in respect of the afore-mentioned death and to amend the register of secretaries accordingly.]

Director or secretary resigning (Click again to close).

Select Director or secretary resigning, click OK to identify this information is to be entered against the selected meeting.

The Terminated directors and company secretaries screen displays a list of any terminations logged within IRIS. More than one appointment can be selected for this resolution. If multiple selections are required from a certain date then enter a date in the Since field and click Select all. From the list of terminations, select the person/business that needs to be referred to by ticking the box on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If a termination is not available for selection this will be because either the event was not logged when it was created or it has been referred to in a previous meeting. See Help | Help | Forms | Limited Company Forms | Example Forms | Form TM01/ TM02 for more information on activating this event.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

Multiple resignations- Directors only:

The Chairman reported that letters had been received from:

Mrs Susan Andrews resigning from her office as a director of the Company with effect from 31st December 2009;

Mr Hector Builder resigning from his office as a director of the Company with effect from 31st December 2009; and

Gogetters Ltd resigning from their office as a director of the Company with effect from 31st December 2009.

[The secretary was instructed to file a form ‘TM01: Termination of appointment of director’]

with the Registrar of Companies in respect of the afore-mentioned removal from office and to amend the register of directors accordingly.]

Multiple Resignations- Secretaries only:

The Chairman reported that letters had been received from:

Mrs Susan Andrews resigning from her office as a secretary of the Company with effect from 31st December 2009;

Mr Hector Builder resigning from his office as a secretary of the Company with effect from 31st December 2009; and

Gogetters Ltd resigning from their office as a secretary of the Company with effect from 31st December 2009.

[The secretary was instructed to file a form ‘TM02: Termination of appointment of secretary with the Registrar of Companies in respect of the afore-mentioned removal from office and to amend the register of secretaries accordingly.]

Multiple Resignations- mixed:

The Chairman reported that letters had been received from:

Mrs Susan Andrews resigning from her office as a secretary of the Company with effect from 31st December 2009;

Mr Hector Builder resigning from his office as a director of the Company with effect from 31st December 2009; and

Gogetters Ltd resigning from their office as a director of the Company with effect from 31st December 2009.

[The secretary was instructed to file a form ‘TM01: Termination of appointment of director’ or ‘TM02: Termination of appointment of secretary’ as relevant, with the Registrar of Companies in respect of the afore-mentioned removal from office and to amend the register of directors and secretaries accordingly.]

Single resignation- Director:

The Chairman reported that a letter had been received from Mrs Susan Andrews resigning from her office as a director of the Company with effect from the 31st December 2009.

[The secretary was instructed to file a form ‘TM01: Termination of appointment of director’ with the Registrar of Companies in respect of the afore-mentioned removal from office and to amend the register of directors accordingly.]

Single resignation- Secretary-

The Chairman reported that a letter had been received from Mrs Susan Andrews resigning from her office as a secretary of the Company with effect from the 31st December 2009.

[The secretary was instructed to file a form ‘TM02: Termination of appointment of secretary’ with the Registrar of Companies in respect of the afore-mentioned removal from office and to amend the register of secretaries accordingly.]

Director re-elected (Click again to close).

Select Directors re-elected, click OK to identify this information to be entered against the selected meeting.

The Directors for Re-election screen displays a list of any directors entered against the company within IRIS. More than one re-election can be selected for this resolution. From the list of directors, select the person/business that needs to be referred to by ticking the box on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If the necessary director is not available for selection this will be because they were not created and linked to this business. To insert a director go to Edit | Director/Secretary. Select the Director tab and click New. Enter the identifier of the director or select the magnifying glass to add the person/business to the database.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

Multiple director re-elections

IT WAS RESOLVED that Mr Daniel Docker, Mrs Jan Bloggs and Mr David Green retiring in accordance with the provisions of the Articled of Association, be and were hereby reappointed as directors of the Company.

Single director re-election

IT WAS RESOLVED that Mr Daniel Docker, retiring in accordance with the provisions of the Articles of Association, be and was hereby reappointed as a director of the Company.

Director removed from office (Click again to close).

Select Director removed from office, click OK to identify this information is to be entered against the selected meeting.

The Removed directors screen displays a list of any removals logged within IRIS. More than one appointment can be selected for this resolution. If multiple selections are required from a certain date then enter a date in the Since field and click Select all. From the list of removals, select the person/business that needs to be referred to by ticking the box on the left hand side of the screen and click OK. On the following screen specify the legislative reference required in the resolution, click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If a removal is not available for selection this will be because either the event was not logged when it was created or it has been referred to in a previous meeting. See Help | Help | Forms | Limited Company Forms | Example Forms | Form TM01 for more information on activating this event.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

Multiple removals

IT WAS RESOLVED as an ordinary resolution that:

Mrs Susan Andrews be removed from her office as a director of the Company with effect from the 31st December 2009;

Mr Hector Builder be removed from his office as a director of the Company with effect from the 31st December 2009; and

Gogetters be removed from their office as a director of the Company with effect from the 31st December 2009;

Pursuant to s168 and s169 Companies Act 2006 and/or Article 7 in the Company’s Articled of Association.

Single removal

IT WAS RESOLVED as an ordinary resolution that Mrs Susan Andrews be removed from her office as director of the Company with effect from the 31st December 2009 pursuant to s168 and 169 Companies Act 2006 and/or Article 7 in the Company’s Articles of Association.

Directors' remuneration (Click again to close).

Select Directors Remuneration, click OK to identify this information is to be entered against the selected meeting.

The Directors' Remuneration screen displays a field to select which year end the Directors' Remuneration relates to. Click Periods to select the relevant year end. Once selected, click OK to continue to the Directors' Remuneration salary and bonuses screen. Click Cancel to exit without saving changes.

The salary and bonuses screen displays the relevant directors of the company and their respective salary and bonus etc received. Tick to include the different directors or alternatively, use the Select All or De-select All buttons to select or de-select all directors.

The salary and bonus etc will be automatically entered by Company Secretarial from postings made to the relevant ELTD codes posted to in Accounts Production.

NOTE: Automatic entries will only be entered if the client is on the ELTD chart, and only one posting has been made to the relevant account code and sub account code. Multiple postings to an individual code will not be used.

The total field will automatically be calculated.

The salary and bonus etc fields can be manually entered or over written by click and entering into the relevant field. Once complete, click OK to save the changes and enter the resolution or click Cancel to exit without saving.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

IT WAS RESOLVED that the directors' of the Company received the following remuneration in relation to the year ended 31st December 2009:

Director Salary Bonus etc. Total

Mrs Zena Behrman £25,000 £5,000 £30,000

Mr Hector Builder £30,000 £5,000 £35,000

Mrs Helen Cutter £40,000 £1,000 £41,000

Dividend paid (Click again to close).

Select Dividend paid, click OK to identify that this information is to be entered against the selected meeting.

The Dividends paid screen displays a list of dividends entered within the Share Register. From this list, select all that needs to be referred to by ticking the boxes on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If a dividend paid event is not available for selection this will be because either the event was not logged when it was created or it has been referred to in a previous meeting. See Help | Help | Quick Guides | Share Register for more information on activating this event.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

Multiple dividends paid- 1 year reported

After due consideration of the financial position of the Company and on the recommendation of the directors it was noted that the Company’s profits available for distribution (within the meaning of Part 23 of the Companies Act 2006) were more than sufficient to permit the payment of the following dividends:

IT WAS RESOLVED that the following dividends be paid in respect of the financial year ended 31st January 2010:

Date Paid Details

31/03/2009 Final dividend of £1 per ‘A’ Ordinary share of £1 each to be paid to those persons entered in the register of members at the close of business on the 31st January 2010

31/03/2009 Final dividend of £1.26 per ‘B’ Ordinary share of £1 each to be paid to those persons entered in the register of members at the close of business on the 31st January 2010

Multiple dividends paid- more than 1 year reported

IT WAS RESOLVED that the following dividends be paid in respect of the financial year ended 31st January 2010:

Date Paid Details

31/03/08 Final dividend of £1 per ‘A’ Ordinary share of £1 each to be paid to those persons entered in the register of members at the close of business on the 31st January 2010

The following dividends be paid in respect of the financial year ended 31st January 2010

31/03/09 Final dividend of £1 per ‘A’ Ordinary share of £1 each to be paid to those persons entered in the register of members at the close of business on the 31st January 2010

Single dividend- 1 year reported

After due consideration of the financial position of the Company and on the recommendation of the directors it was noted that the Company’s profit available for distribution (within the meaning of Part 23 of the Companies Act 2006) were more than sufficient to permit the payment of the following dividend:

IT WAS RESOLVED that [a final/interim] dividend of £1 per ‘A’ Ordinary share of £1 each in respect of the financial year ended 31st January 2010 be paid on the 31st January 2010 to those persons entered in the register of members at the close of business on the 31st January 2010.

Single dividend- more than 1 year reported

IT WAS RESOLVED that:

- [a final/interim] dividend of £1 per ‘A’ Ordinary share of £1 each in respect of the financial year ended 31st December 2008 to be paid on the 31st January 2010 to those persons entered in the register of members at the close of business on the 31st January 2010.

-[a final/interim] dividend of £1 per ‘K’ Ordinary share of £1 each in respect of the financial year ended 31st December 2008 be paid in the 31st January 2010 to those persons entered in the register of members at the close of business on the 31st January 2010.

Dividend waived (Click again to close).

Select Dividends Waived, click OK to identify that this information is to be entered against the selected meeting.

The Dividends Waived screen displays a list of dividends entered within the Share Register. From this list, select all the relevant dividend which have been waived that need to be referred to in the resolution by ticking the boxes on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

Once dividend selected with no waivers

It was noted that rights to receive the interim dividend of £1 per Ordinary A share of £1 each in respect of the financial year ended 31st December 2008 to be paid on the 31st March 2009 to those persons entered in the register of members at the close of business on the 31st December 2008 were not waived.

Multiple dividends selected with no waivers:

It was noted that rights to receive the following dividends were not waived:

Date Paid Details

31/03/03 Final dividend of £1 Ordinary A share of £1 each in respect of the financial year ended 31st December 2008 to be paid to those persons entered in the register of members at the close of business on the 31st December 2008.

31/03/03 Final dividend of £1.26 Ordinary A share of £1 each in respect of the financial year ended 31st December 2008 to be paid to those persons entered in the register of members at the close of business on the 31st December 2008.

One dividend selected where 1 person with 1 waiver exists:

It was noted that Mr Ged Franklinton waived his right to receive any interim or final dividend payable in respect or ordinary A shares of £1 each.

This waiver has affected the final/interim dividend of £1 per Ordinary A share of £1 each in respect of the financial year ended 31st December 2008 to be paid on the 31st March 2009 to those persons entered in the register of members at the close of business on the 31st March 2008.

Multiple dividends selected where 1 person with 1 waiver exists affecting all selected dividends:

It was noted that Mr Ged Franklinton waived his right to receive any interim or final dividend payable in respect of Ordinary A shares of £1 each.

The afore-mentioned waiver has affected the following dividends:

Date Paid Details

Multiple dividends selected where 1 person with 1 waiver exists affecting some of the selected dividends:

It was noted that Mr Ged Franklinton waived his right to receive any interim or final dividend payable in respect of Ordinary A shares of £1 each.

This waiver has affected the interim dividend of £1 per Ordinary A share of £1 each in respect of the financial year ended 31st December 2008 to be paid on the 31st March 2009 to those persons entered in the register of members at the close of business on the 31st December 2008.

It was noted that rights to receive the interim dividend of £1.26 per Ordinary B share of £1 each in respect of the financial year ended 31st December 2008 to be paid on the 31st March 2009 to those persons entered in the register of members at the close of business on the 31st December 2008 were not waived.

One dividend selected where 1 person with multiple waivers existing for selected dividends:

It was noted that Mr Ged Franklinton waived his right to receive any interim or final dividend payable in respect of Ordinary A shares of £1 each; any interim or final dividend payable in respect of Ordinary B shares of £1.50 each and any interim or final dividend payable in respect of Ordinary C shares of £10.

The afore-mentioned waivers have affected the final/interim dividend of £1 per Ordinary A share of £1 each in respect of the financial year ended 31st December 2008 to be paid on the 31st March 2009 to those persons entered in the register of members at the close of business on the 31st December 2008.

Multiple dividends selected where 1 person with multiple waivers existing for selected dividends:

The afore-mentioned waivers have affected the following dividends:

Date Paid Details

One dividend selected where multiple people with one/multiple waivers exist:

It was noted that the following rights to receive dividends were waived:

Shareholder Details of waiver

Ms Poppy Gruntle -Any interim or final dividend payable in respect or Ordinary A shares of £1 each

and

-Any interim or final dividend payable in respect of Ordinary B shares of £1 each numbered from 2 to 2 consecutively

Mrs Mary-Anne Glee -Any interim or final dividend payable in respect of Ordinary A shares of £1 each

Mr Ged Franklinton -Any interim or final dividend payable in respect of Ordinary A shares of £1 each

Multiple dividends selected where multiple people with one/multiple waivers exist:

It was noted that the following rights to receive dividends were waived:

Shareholder Details of waiver

Ms Poppy Gruntle -Any interim or final dividend payable in respect of Ordinary A shares of £1 each and

-Any interim or final dividend payable in respect of Ordinary B shares of £1 each numbered from 2 to 2 consecutively

Mrs Mary-Anne Glee -Any interim or final dividend payable in respect of Ordinary A shares of £1 each

Mr Ged Franklinton -Any interim or final dividend payable in respect of Ordinary A shares of £1 each

The afore-mentioned waivers have affected the following dividends:

Date Paid Details

31/03/09 Final dividend of £1 per Ordinary A share of £1 each in respect of the financial year ended 31st December 2008 to be paid to those persons entered in the register of members at the close of business on the 31st December 2008

31/03/09 Final dividend of £1.26 per Ordinary B share of £1 each in respect of the financial year ended 31st December 2008 to be paid to those persons entered in the register of members at the close of business on the 31st December 2008

First auditors appointment (Click again to close).

Select First auditors appointment, click OK to identify this information is to be entered against the selected meeting. The resolution will be inserted including the name of the first auditor registered for this client.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

IT WAS RESOLVED that Andrews & Brown be appointed auditor(s) of the Company, to hold office until the end of the next period for appointing auditors as defined in s485 Companies Act 2006 at a remuneration to be agreed by the directors.

First director or secretary appointed (Click again to close).

Select First director or secretary appointed and click OK to identify this information is to be entered against the selected meeting.

The resolution will be inserted including the names of the first directors and secretaries registered for this client.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

A copy of the statement filed with the Registrar of Companies pursuant to section 10 of the Companies Act 1985 was presented to the meeting. In the statement Mike Greenfield and Andy Whaler agreed to act as first directors of the Company and Mike Greenfield and Sally Wishbone agreed to act as first secretaries and IT WAS RESOLVED that these appointments be confirmed.

[The Chairman instructed the secretary to enter their names in the register of directors and secretaries accordingly.]

Multiple appointments- 2+ directors and 2+ secretaries:

A copy of the statement filed with the Registrar of Companies pursuant to s12 of the Companies Act 2006 was presented to the meeting. In the statement Mike Greenfield and Andy Whaler agreed to act as first directors of the Company and Mike Greenfield and Sally Wishbone agreed to act as first secretaries and IT WAS RESOLVED that these appointments be confirmed.

[The Chairman instructed the secretary to enter their names in the register of directors and secretaries accordingly.]

Multiple appointments- 2+ directors and no secretaries:

A copy of the statement filed with the Registrar of Companies pursuant to s12 Companies Act 2006 was presented to the meeting. In the statement Mike Greenfield and Andy Whaler agreed to act as first directors of the Company and IT WAS RESOLVED that these appointments be confirmed.

[The Chairman instructed the secretary to enter their names in the register of directors accordingly]

Single appointment- 1 director and 1 secretary:

A copy of the statement filed with the Registrar of Companies pursuant to s12 Companies Act 2006 was presented to the meeting. In the Andy Whaler agreed to act as first director of the Company and Sally Wishbone agreed to act as first secretary and IT WAS RESOLVED that his appointment be confirmed.

The Chairman instructed the secretary to enter their name in the register of directors and secretaries accordingly.

Single appointment- 1 director and no secretary

A copy of the statement filed with the Registrar of Companies s12 Companies Act 2006 was presented to the meeting. In the statement Andy Whaler agreed to act as first director of the Company and IT WAS RESOLVED that this appointment be confirmed.

The Chairman instructed the secretary to put his name in the register of directors accordingly.

Going Concern (Click again to close).

Select Going Concern, click OK to identify that this information is to be entered against the selected meeting.

The Going Concern screen displays the last period end date entered for the client the is prior to the date of the meeting. Select Periods to select an alternative from the list and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If the right period end date is not available for selection enter it in Client | View | Basic tab | Periods.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

Multiple directors:

The directors recorded that they reviewed the anticipated activities and financial requirements of the Company which covered the following:

- Future trading and profitability;

- Planned capital and investment expenditure;

- Future finance requirements;

- The Company's relationship with its bankers and other providers of finance; and

- All known exceptional circumstances which may arise in the period.

As a result of this review, and on the basis of the under mentioned assumptions, the directors were of the opinion that the accounts for the financial year ended 31st December 2009 were properly prepared on the going concern basis.

The assumptions made, arising out of the review, were:

- The company will continue to trade in accordance with projections;

- No unforeseen exceptional costs will occur;

- Its bankers will continue their support at the levels anticipated;

- Trade creditors will continue to allow periods of credit as in the past; and

- Trade debtors will continue to pay within a similar time span to that experienced in the past.

Single director:

The director recorded that they reviewed the anticipated activities and financial requirements of the Company which covered the following:

- Future trading and profitability;

- Planned capital and investment expenditure;

- Future finance requirements;

- The Company's relationship with its bankers and other providers of finance; and

- All known exceptional circumstances which may arise in the period.

The assumptions made, arising out of the review, were:

- The company will continue to trade in accordance with projections;

- No unforeseen exceptional costs will occur;

- Its bankers will continue their support at the levels anticipated;

- Trade creditors will continue to allow periods of credit as in the past; and

- Trade debtors will continue to pay within a similar time span to that experienced in the past.

Incorporation of the Company (Click again to close).

Select Incorporation of the Company and click OK. This will automatically enter in the standard resolution.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

The Chairman reported that the Company had been incorporated on 1st January 2000 in England and Wales under the Companies Act 2006 with registration number 00123456. [The certificate of incorporation, a print of the memorandum and articles of association, the statutory registers and copies of forms filed at Companies House were produced at the meeting.]

Increase in nominal capital (Click again to close).

Select Increase in nominal capital, click OK to identify this information is to be entered against the selected meeting.

The Increase of nominal capital screen displays a list of any changes in capital logged within IRIS. From the list of increase in capital events, select the event that needs to be referred to by ticking the box on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If an increase in capital event is not available for selection this will be because either the event was not logged when it was created or it has been referred to in a previous meeting.

Example of resolution wording:

NOTE Text in square brackets [ ] is excluded from the individual Print of resolution.

IT WAS RESOLVED that the authorised share capital of the Company be increased from £5000 (being 5000 shares of £1 each) to £10000 by the creation of 5000 new A Ordinary shares of £1 each.

Laying of accounts - GM (Click again to close).

Select Laying of accounts - GM, click OK to identify this information is to be entered against the selected meeting.

The Laying of accounts screen displays two options for alternative wording:

-Whether the accounts being presented are group accounts (tick box) or individual company accounts (un-tick box) and

-Whether if the accounts include an audit report (tick box) or not (un-tick box).

Once the required options have been selected click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

Laying of group accounts:

The consolidated financial statements for the financial year ended 31st December 2009 together with the Report of the Directors and Report of the Independent Auditors thereon were laid before the meeting and IT WAS RESOLVED that they be and are hereby received.

Laying of individual accounts:

The financial statements for the financial year ended 31st December 2009 together with the Report of the Directors and Report of the Independent Auditors thereon were laid before the meeting and IT WAS RESOLVED that they be and are hereby received

Laying of accounts - Board (Click again to close).

Select Laying of accounts - Board, click OK to identify this information is to be entered against the selected meeting.

The Laying of accounts screen displays two options for alternative wording:

-Whether the accounts being presented are group accounts (tick box) or individual company accounts (un-tick box) and

-Whether if the accounts include an audit report (tick box) or not (un-tick box).

Once the required options have been selected click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

Laying of group accounts for an accounting period beginning before 6th April 2008:

A draft of the Group’s accounts (“Accounts”) for the financial year ended 31st December 2007 comprising:

-The consolidated financial statements for the 12 month period ended on that date;

-A draft of the report prepared by the directors pursuant to s234 of the Companies Act 1985 and s417 of the Companies Act 2006 (“The Report of the Directors”);

-An auditors report prepared by the auditors pursuant to s235 of the Companies Act 1985 (the “Report of the independent Auditors”).

Were tabled for approval.

After due consideration IT WAS RESOLVED that the Accounts be approved, that any one director be authorised to sign the balance sheet on behalf of the board and that any one director or the secretary be authorised to sign the Report of the Directors on behalf of the board.

The secretary was instructed to distribute copies of the Accounts to the members of the Company and to any other person entitled to receive a copy under s238 Companies Act 1985.

Laying of group accounts for an accounting period beginning on or after 6th April 2008:

A draft of the Group’s accounts (“Accounts”) for the financial year ended 31st December 2009 comprising:

-The consolidated financial statements for the 12 month period ended on that date;

-A draft of the report prepared by the directors pursuant to s415 of the Companies Act 2006 (“The Report of the Directors”);

-An auditors report prepared by the auditors pursuant to s495 and s496 of the Companies Act 2006 (the “Report of the independent Auditors”).

Were tabled for approval.

The secretary was instructed to distribute copies of the Accounts to the members of the Company and to any other person entitled to receive a copy under s423 Companies Act 2006.

Laying of individual accounts for an accounting period beginning before 6th April 2008:

A draft of the Company’s individual accounts (“Accounts”) for the financial year ended 31st December 2007 comprising:

-The consolidated financial statements for the 12 month period ended on that date;

-A draft of the report prepared by the directors pursuant to s234 of the Companies Act 1985 and s417 of the Companies Act 2006 (“The Report of the Directors”);

-An auditors report prepared by the auditors pursuant to s235 of the Companies Act 1985 (the “Report of the independent Auditors”).

Were tabled for approval.

The secretary was instructed to distribute copies of the Accounts to the members of the Company and to any other person entitled to receive a copy under s238 Companies Act 1985.

Laying of individual accounts for an accounting period beginning on or after 6th April 2008:

A draft of the Company’s individual accounts (“Accounts”) for the financial year ended 31st December 2009 comprising:

-The consolidated financial statements for the 12 month period ended on that date;

-A draft of the report prepared by the directors pursuant to s415 of the Companies Act 2006 (“The Report of the Directors”);

-An auditors report prepared by the auditors pursuant to s495 and s496 of the Companies Act 2006 (the “Report of the independent Auditors”).

Were tabled for approval.

The secretary was instructed to distribute copies of the Accounts to the members of the Company and to any other person entitled to receive a copy under s423 Companies Act 2006.

No dividend paid (Click again to close).

Select No dividend paid, click OK to identify that this information is to be entered against the selected meeting.

The No dividend paid screen allows the manual entry of the year end date or Periods can be used to select the year end entered against the client, once the date is inserted click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

IT WAS RESOLVED that no final dividend be paid for the financial year ended 31st December 2009.

Previous Minutes (Click again to close).

Select Previous minutes, click OK to identify this information is to be entered against the selected meeting. This is automatically selected for Board and AGM meetings that are not marked as the first meeting of this type.

The resolution will be inserted automatically.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

The minutes of the previous General/ Annual General/ Board/ Extraordinary General/ Class Meeting were accepted as a true and accurate record of the proceedings.

Quorum (Click again to close).

Select Quorum, click OK to identify this information is to be entered against the selected meeting. This is automatically selected for all meeting types.

The resolution will be inserted automatically.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

The Chairman, having noted that a quorum was present in accordance with s318 Companies Act 2006, declared the meeting open.

Remove authorised capital (Click again to close).

Select Remove authorised capital, click OK to identify that this information is to be entered against the selected meeting.

The Authorised capital Memorandum Clause screen asks to enter the authorised capital clause reference that is to be removed from the Memorandum of Association and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If an event is not available for selection this will be because either the event was not logged when it was created or it has been referred to in a previous meeting.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

IT WAS RESOLVED that in accordance with paragraph 42(2) of Schedule 2 to the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008, the provisions of clause 5 of the Company’s Memorandum of Association (which are deemed under s28 Companies Act 2006 to be provisions of the Company’s Articles of Association) are revoked so that those provisions shall no longer apply to the Company.

[The secretary was instructed to file a copy of the resolution and the Articles of Association with the Registrar of Companies accordingly.]

Secretary appointed (Click again to close).

Select Secretary appointed, click OK to identify that this information is to be entered against the selected meeting.

The Appointed company secretaries screen displays a list of any appointments logged within IRIS. More than one appointment can be selected for this resolution. If multiple selections are required from a certain date then enter a date in the Since field and click Select all. From the list of appointments, select the person/business that needs to be referred to by ticking the box on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If an appointment is not available for selection this will be because either the event was not logged when it was created or it has been referred to in a previous meeting. See Help | Help | Forms | Limited Company Forms | Example Forms | Form AP03 / AP04 for more information on activating this event.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

Multiple appointments- People:

IT WAS RESOLVED that the following, having consented to act, be and are hereby appointed as secretaries of the Company.

Appointments Date appointment effective from

Ms Alton Axle 1st January 2008

Mr Hector Builder 1st January 2008

Mr Daniel Docker 1st January 2008

[The secretary was instructed to file a form AP03: Appointment of secretary with the Registrar of Companies in respect of the afore-mentioned appointment and to enter his name in the register of secretaries accordingly.]

Multiple appointments- Businesses:

IT WAS RESOLVED that the following, having consented to act, be and are hereby appointed as secretaries of the Company.

Appointments Date appointment effective from

Altons Limited 1st January 2008

Hector Plc 1st January 2008

Docker LLP 1st January 2008

[The secretary was instructed to file a form AP04: Appointment of corporate secretary with the Registrar of Companies in respect of the afore-mentioned appointment and to enter his name in the register of secretaries accordingly.]

Multiple appointments- Mixed:

IT WAS RESOLVED that the following, having consented to act, be and are hereby appointed as secretaries of the Company.

Appointments Date appointment effective from

Altons Limited 1st January 2008

Mr Hector Builder 1st January 2008

Mr Daniel Docker 1st January 2008

[The secretary was instructed to file a form AP03: Appointment of secretary or AP04: Appointment of corporate secretary with the Registrar of Companies in respect of the afore-mentioned appointment and to enter his name in the register of secretaries accordingly.]

Single Appointment- Person:

IT WAS RESOLVED that Mr Daniel Docker, having consented to act, be and is hereby appointed as a secretary of the Company with effect from the 1st January 2010.

Single Appointment- Business:

IT WAS RESOLVED that Altons Limited, having consented to act, be and is hereby appointed as a secretary of the Company with effect from the 1st January 2010.

Secretary removed from office (Click again to close).

Select Secretary removed from office, click OK to identify this information is to be entered against the selected meeting.

The Removed company secretaries screen displays a list of any removals logged within IRIS. More than one appointment can be selected for this resolution. If multiple selections are required from a certain date then enter a date in the Since field and click Select all. From the list of removals, select the person/business that needs to be referred to by ticking the box on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

Multiple removals:

IT WAS RESOLVED that:

Mrs Susan Andrews be removed from her office as a secretary of the Company with effect from the 31st January 2008;

Mr Hector Builder be removed from his office as a secretary of the Company with effect from the 31st January 2008; and

Gogetter Ltd be removed from their office as a secretary of the Company with effect from the 31st January 2008

[The secretary was instructed to file a form TM02: Termination of appointment of secretary with the Registrar of Companies in respect of each afore-mentioned removal from office and to amend the register of secretaries accordingly.]

Single removal:

IT WAS RESOLVED that Mrs Susan Andrews be removed from her office as a secretary of the Company with effect from the 31st January 2008.

[The secretary was instructed to file a form TM02: Termination of appointment of secretary with the Registrar of Companies in respect of the afore-mentioned removal from office and to amend the register of secretaries accordingly.]

Share transfer (Click again to close).

Select Share transfer, click OK to identify this information is to be entered against the selected meeting.

The Transferred shares screen displays a list of any transfers logged within the Share Register. From the list of transfers, select the ones that need to be referred to by ticking the box on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If a transfer is not available for selection this will be because either the event was not logged when it was created or it has been referred to in a previous meeting. See Help | Help | Forms | Limited Company Forms | Example Forms | Stock Transfer Form for more information on activating this event.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

Multiple Transfers:

Duly executed stock transfer forms relating to the following transfer of shares in the Company were tabled for approval:

Transferor Transferee Number of Shares Consideration

Ms Anne Dryan Mr Mike Greenfield 10 £10

Mrs Jill Bloggs Mr Jack Stalk 20 £20

IT WAS RESOLVED that (subject to the stock transfer forms being duly stamped where required) the transfers be approved and the secretary be instructed to enter the transfers in the register of transfers and the names of the transferee in the register of members in respect of the shares acquired by them.

Share Certificates-

IT WAS RESOLVED that share certificates relating to the above transfers of shares be issued to the transferees and where appropriate, to the transferor to reflect their reduced shareholding.

Single transfer of more than 1 share:

A duly executed stock transfer form relating to the following transfer of shares in the Company was tabled for approval:

Transferor Transferee Number of Shares Consideration

Ms Anne Dryan Mr Mike Greenfield 10 £10

IT WAS RESOLVED that (subject to the stock transfer form being duly stamped where required) the transfer be approved and the secretary be instructed to enter the transfer in the register of transfers and the name of the transferee in the register of members in respect of the shares acquired by them.

Share Certificates-

IT WAS RESOLVED that a share certificate relating to the above transfers of shares be issued to the transferee and where appropriate, to the transferor to reflect their reduced shareholding.

Single transfer of 1 share:

A duly executed stock transfer form relating to the following transfer of share in the Company was tabled for approval:

Transferor Transferee Number of Shares Consideration

Ms Anne Dryan Mr Mike Greenfield 1 £1

Share Certificates-

IT WAS RESOLVED that a share certificate relating to the above transfers of share be issued to the transferee and where appropriate, to the transferor to reflect their reduced shareholding.

Share transfer - subscriber shares (Click again to close).

Select Share transfer - subscriber shares, click OK to identify this information is to be entered against the selected meeting.

The Transferred shares - subscriber shares screen displays a list of any transfers logged within the Share Register. From the list of transfers, select the ones that need to be referred to by ticking the box on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

Multiple Transfers:

Duly executed stock transfer forms relating to the following transfer of subscriber shares in the Company were tabled for approval:

Transferor Transferee Number of Shares Consideration

Ms Anne Dryan Mr Mike Greenfield 10 £10

Mrs Jill Bloggs Mr Jack Stalk 20 £20

IT WAS RESOLVED that (subject to the stock transfer forms being duly stamped where required) the transfers be approved and the secretary be instructed to enter the transfers in the register of transfers and the names of the transferees in the register of members in respect of the shares acquired by them.

Share Certificates-

IT WAS RESOLVED that share certificates relating to the above transfers of subscriber shares be issued to the transferees and where appropriate, to the subscriber to reflect their reduced shareholding.

Single transfer of more than 1 share:

A duly executed stock transfer form relating to the following transfer of shares in the Company was tabled for approval:

Transferor Transferee Number of Shares Consideration

Ms Anne Dryan Mr Mike Greenfield 10 £10

Share Certificates-

IT WAS RESOLVED that a share certificate relating to the above transfers of shares be issued to the transferee and where appropriate, to the subscriber to reflect their reduced shareholding.

Single transfer of 1 share:

A duly executed stock transfer form relating to the following transfer of subscriber share in the Company was tabled for approval:

Transferor Transferee Number of Shares Consideration

Ms Anne Dryan Mr Mike Greenfield 1 £1

Share Certificates-

IT WAS RESOLVED that a share certificate relating to the above transfers of share be issued to the transferee and where appropriate, to the subscriber to reflect their reduced shareholding.

Signing of letter of representations (Click again to close).

Select Signing of letter of representations, click OK to identify that this information is to be entered against the selected meeting.

The Signing of letter of representations screen allows the manual entry of the date of signature, once the date is inserted click OK. The next screen requires the name of the signatory, once complete click OK. Clicking Cancel on either screen will still insert the resolution but without any automatic wording.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

A formal letter of representations dated 31st January 2010, prepared by the Company's auditors Andrews and Brown was presented to the meeting. The contents were read and IT WAS RESOLVED that Joe Bloggs be authorised to sign the letter on behalf of the board.

Subscribers - Approval for registration as shareholders (Click again to close).

Select Subscribers - Approval for registration as shareholders, click OK to identify that this information is to be entered against the selected meeting.

The Issued Shares - subscriber shares screen displays a list of subscriber share issues entered within the Share Register. From the list of share issues, select all that needs to be referred to by ticking the boxes on the left hand side of the screen and click OK. Clicking Cancel will still insert the resolution but without any automatic wording.

If a share issue is not available for selection this will be because either the event was not logged when it was created or it has been referred to in a previous meeting. See Help | Help | Forms | Limited Company Forms | Example Forms | Form SH01 for more information on activating this event.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

Multiple allotment of subscriber shares:

IT WAS RESOLVED to approve the entry of the name of the Subscribers to the Memorandum and Articles of Association of the Company in the register of members of the Company as the holders of the shares set out below:

‘A’ Ordinary shares of £1 each- £1.50 per share being full payment

Name of Subscriber Number of Shares Paid per Share

Mr Mike Greenfield 1 £1

Ms Jack N Lauder 1 £1

‘B’ Ordinary shares of £1 each- £1.50 per share being full payment

Name of Subscriber Number of Shares Paid per Share

Mrs Justine T Greenfield 1048 £1

IT WAS RESOLVED that share certificates be issued accordingly. [The secretary was instructed to update the statutory registers.]

Single allotment of subscriber shares:

IT WAS RESOLVED to approve the entry of the name of the Subscriber to the Memorandum and Articles of Association of the Company in the register of members of the Company as the holder of the shares set out below:

‘A’ Ordinary shares of £1 each- £1.50 per share being full payment

Name of Subscriber Number of Shares Paid per Share

Mr Mike Greenfield 1 £1

IT WAS RESOLVED that share certificates be issued accordingly. [The secretary was instructed to update the statutory registers.]

To authorise a change of company name by special resolution (Click again to close).

Select To authorise a change of company name by Special Resolution, click OK to identify this information is to be entered against the selected meeting.

If a change of name event is not available for selection this will be because either the event was not logged when it was created or it has been referred to in a previous meeting.

To insert a change of company name history event, go to Client | View and alter the business name (or full names if one exists). Click Save on the following screen and amend the Effective date of change as required, click Log. Clicking Don't Log will make the change on the database but will not record this change as an item of history.

Example of resolution wording:

NOTE: Text in square brackets [ ] is excluded from the individual Print of resolution.

The chairman produced to the meeting a notice convening a General Meeting of the Company for the purpose of considering and, if thought fit, passing a special resolution changing the name of the Company from Pastures New Ltd to Greenfield Limited (the "Special Resolution") together with a form of consent to short notice. IT WAS RESOLVED that the notice be approved and the meeting be adjourned for the General Meeting to be held on short notice.

When the meeting resumed the Chairman reported that the General Meeting had been duly convened and held on short notice and that the Special Resolution had been passed.

All resolutions must be reviewed with care. The standard resolutions as supplied are for guidance only and it is the users responsibility to ensure that the wording generated is applicable to the given circumstance and if not to amend it accordingly.

The Company Secretarial Team at Wragge & Co LLP have assisted in preparing the legal documents comprised within this software. If you would like to find out more about how we can help your business then please contact Tracy Plimmer or Julian Henwood:

Julian Henwood, Partner Tel +44 (0) 121 214 1071 julian_henwood@wragge.com

Tracy Plimmer Tel +44 (0) 121 629 1905 tracy_plimmer@wragge.com

The documentation comprised within the software does not purport to be comprehensive or render legal advice. Wragge & Co LLP disclaims any liability in respect of the consequences resulting from acting or failing to act on the basis of any document or matter contained in this software.