Company’s powers definition

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Powers of directors

The directors of a company are responsible for the day-to-day management of that company.The directors make decisions on behalf of the company in order that it can carry on its business, including making decisions relating to the company:•raising funds•entering into contracts•purchasing or renting premises•acquiring stock or equipment, and•employing peopleFor details on decision making by directors, and the processes and procedures typically involved, see Practice Notes: Directors’ decision-making—power, authority and duties, Directors’ decision-making—convening board meetings, Directors’ decision-making—conduct at board meetings, Directors’ decision-making—post board meeting formalities and Directors’ decision-making—written resolutions and decisions by sole directors.Where do the directors’ powers come from?The directors are empowered to act on the company’s behalf by:•the company’s articles of association•the Companies Act 2006 (CA 2006)•common law, and•any applicable resolutions of its membersThe directors’ powers are subject to:•any provisions in the company’s articles of association limiting those powers•the directors’ general duties as set out in CA 2006, and•matters reserved to the members by CA 2006Powers conferred by the articles of associationFor companies subject to the model articles, the...

Guarantees and indemnities—general contract

Guarantees and indemnities—general contract This Practice Note summarises the key elements of guarantees and indemnities, the circumstances in which they are used, issues that beneficiaries and lenders should consider in respect of the form of the guarantee or indemnity, and in the context of indemnities or guarantees granted by individuals or corporate entities. For an example: • indemnity clause, see Precedent: Indemnity clause—commercial contracts • performance guarantee, see Precedent: Parent company guarantee—commercial contracts • payment guarantee, see the Precedents listed in: Guarantees—overview For more information on guarantees and indemnities generally, see Practice Notes: • Guarantees • Indemnities in commercial contracts Elements of a guarantee A guarantee: • is a promise by the guarantor to the beneficiary that a third party (the primary obligor) will perform an obligation, and/or if the third party does not perform, the guarantor will perform it or procure its performance • creates a secondary obligation (ie an obligation dependent on the primary obligor’s obligation), and • can never exceed the obligation of the primary...

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Board minutes to convene AGM of listed company

Board minutes to convene AGM of listed company [insert company name] PLC Minutes of a meeting of the board of directors of [insert full name of company] (the Company) held at [insert place of meeting] on [insert date of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means]] [ In attendance: ] [[Insert names of anyone in attendance, who does not count towards the quorum for the meeting (eg, the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the meeting]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the meeting. The Chair reported that proper notice of the meeting had been given in accordance with the Company’s articles...

Ireland—Legal opinion letter: Irish borrower entering into a secured bilateral facility agreement

Legal opinion It is common practice to use legal opinions in the vast majority of finance transactions. They provide the addressee of the legal opinion with information as to matters of law that relate to a particular transaction. A legal opinion expresses legal conclusions in relation to a particular transaction and would not usually provide reasons or discuss legal arguments. The opinion will generally not be given on questions of fact. Law firms will need to give careful consideration where an opinion is requested to matters of mixed fact and law. An example of this involves execution of documents. It is a legal matter whether, if a document is executed on behalf of an Irish company by an authorised officer, it has been validly executed. It is a factual question whether the document has actually been signed by a person authorised to do so. It will often be more appropriate to deal with factual matters through assumptions in the opinion letter or, where relevant, through warranties being given by one...

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31 Statement of company's objects

(1)     Unless a company's articles specifically restrict the objects of the company, its objects are unrestricted.(2)     Where a company amends its articles so as to add, remove or alter a statement of the company's objects—(a)     it must give notice to the registrar,(b)     on receipt of the notice, the registrar shall register it, and(c)     the amendment is not effective until entry of that notice on the register.(3)     Any such amendment does not affect any rights or obligations of the company or render defective any legal proceedings by