Question 1

Committee Meetings

Accepted Answer

Q: I'd be grateful if you could confirm the requirements re meetings for our `limited company without portfolio`. We have our AGM which is a formal meeting and minuted. But are we also expected to have `directors' meetings` of a similar formal nature? We have had them thus far on a six monthly basis but with some directors living mostly abroad it's becoming a little difficult to plan in advance and a more informal `chat` about things rather than formal directors' meetings would suit us better. Obviously the AGM 's will continue as at present. FPRA Committee Member Shaun O’Sullivan replies: Although I am not a lawyer, my understanding is that there is now no legal requirement for private limited companies to hold board meetings unless required to do so by the Articles of Association of the company. So, although you should refer to your Articles of Association for guidance in this regard, I doubt whether there is such a requirement. However, should you decide to hold board meetings, it is my understanding that any decision must be recorded and the record kept for at least 10 years. In my block we have long dispensed with board meetings and manage business by e-mail with the secretary recording significant decisions (such as the agreed level of Service Charge or the selection of a decorator after a Section 20 process) in a Minute Book. Although you appear to wish to retain your AGM, since the 2006 Act came into force it is not now necessary for small private companies to hold an AGM unless required to do so by the articles. Even then it is possible to resolve not to hold an AGM and to lodge an amendment to the articles with Companies House within 15 days of the resolution being passed and with the formal business of the AGM (Report of Directors and laying down of accounts) being dealt with by other means (eg email). [Submitted June 2016]

Question 2

Committee Meetings

Accepted Answer

Q: I'd be grateful if you could confirm the requirements re meetings for our `limited company without portfolio`. We have our AGM which is a formal meeting and minuted. But are we also expected to have `directors' meetings` of a similar formal nature? We have had them thus far on a six monthly basis but with some directors living mostly abroad it's becoming a little difficult to plan in advance and a more informal `chat` about things rather than formal directors' meetings would suit us better. Obviously the AGM 's will continue as at present. FPRA Committee Member Shaun O’Sullivan replies: Although I am not a lawyer, my understanding is that there is now no legal requirement for private limited companies to hold board meetings unless required to do so by the Articles of Association of the company. So, although you should refer to your Articles of Association for guidance in this regard, I doubt whether there is such a requirement. However, should you decide to hold board meetings, it is my understanding that any decision must be recorded and the record kept for at least 10 years. In my block we have long dispensed with board meetings and manage business by e-mail with the secretary recording significant decisions (such as the agreed level of Service Charge or the selection of a decorator after a Section 20 process) in a Minute Book. Although you appear to wish to retain your AGM, since the 2006 Act came into force it is not now necessary for small private companies to hold an AGM unless required to do so by the articles. Even then it is possible to resolve not to hold an AGM and to lodge an amendment to the articles with Companies House within 15 days of the resolution being passed and with the formal business of the AGM (Report of Directors and laying down of accounts) being dealt with by other means (eg email). [Submitted June 2016]

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