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Alex J.
Alex J., Solicitor
Category: Law
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Experience:  Solicitors 2 years plus PQE
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UK companies law

Customer Question

UK companies law -- a company with GBP3.00 capital with 3 shareholders and one directors established 1998 only to hold a freehold title of a property.  The company adopted Table A of the Companies Act 1985.  There has been no company secretary since 2010 , no AGM since 2002. The Companies Act 2006 changed the requirement of secretary and AGM.  Is the Company ok?  There is no change in the Articles for Appointment of Secretary and AGM.

Separate point, while ago, special resolution was passed to change the articles of association -- but the filing with the Companies House was omitted.  What is the consequence for this non filing?

Please let me know what needs to be done to rectify these shortfalls.

Best

Submitted: 1 year ago.
Category: Law
Expert:  Alex J. replied 1 year ago.
Alex J. :

Hi, Thank you for your question and welcome. My name is ***** ***** I will assist you. I am a company law expert.

Alex J. :

Dealing with each point in turn:

Alex J. :

-Secretary - Under Table Regulation 99 says that the directors may appoint and remove a secretary. There is no entrenched provision requiring you to appoint a secretary. Furthermore you are entitled to rely on the Companies Act 2006 and the right not to have a secretary. You do not need to do anything to rectify - no one is going to question this conduct - as long as it has been properly documented that the company choose not have a secretary at a board meeting. You can just put some board minutes on the company records.

Alex J. :

In relation to the AGM technically you should have a meeting every 18 months. However this is a non trading company that simply owns a freehold. Again if you simply put a letter from each shareholder on the company books to say that the shareholders have elected not to have an AGM then there is nothing more you need to do.

Alex J. :

Violations in company administration are really only an issue if someone is prejudiced by it, i.e creditors employees etc. A company that performs a function like (simply to hold property) is really going to struggle to prejudice anyway. I suspect in any event that all the management of the property is done through residents communication by email?

Alex J. :

In relation to the special resolution - you are supposed to file these within 14 days - again while I would not recommend breaking this rule - ultimately no one has been prejudiced. Failure to file the resolution does not invalidate it and in theory the company and officers could be fined. However as it appears no one has been prejudiced by this a fine is unlikely. I would just recommend that you get the shareholders restate the resolution and then file.

Alex J. :

I look forward to hearing from you. Kind regards AJ

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