Some text in this preview is hidden by to prevent copying

Highlighted text indicates that you need to enter information. Our guidance notes will help you with the editing.

Ordinary Resolution - Approve Substantial Property Transaction

£10.99

This Ordinary Resolution - Approve a Substantial Property Transaction shall be used where members of a company are asked to approved a substantial property transaction involving a director or a connected person.

This Ordinary Resolution - Approve a Substantial Property Transaction contains alternative resolutions to cover the different circumstances covered in sections 190(1) (a) and 190(1) (b) of the Companies Act 2006.

 
 
  • Professionally Drafted & Regularly Updated
  • Written in Plain English – Easy to Use & Edit
  • 100% Money Back Guarantee
  • Instant download with guidance notes

The Companies Act 2006 (CA 2006) contains provisions that restrict and control substantial property transactions entered into between a company and its directors.

Sections 190-196 of the Companies Act 2006 cover substantial property transactions between a company and one of its directors or a director of its holding company; and any person connected with such a director.

Section 191 CA 2006 defines substantial as an asset which:

  • exceeds 10% of the company's asset value and is more than £5,000; or
  • exceeds £100,000.

This Ordinary Resolution - Approve a Substantial Property Transaction shall be used where members of a company are asked to approved a substantial property transaction involving a director or a connected person.

This Ordinary Resolution - Approve a Substantial Property Transaction contains alternative resolutions to cover the different circumstances covered in sections 190(1) (a) and 190(1) (b) of the Companies Act 2006.

The alternative resolutions have been drafted on the basis that the substantial property transaction involves:

  • a director of the company
  • a director of the company’s holding company
  • a person connected with a director of the company
  • a person connected with a director of the company’s holding company


Substantial property transactions require approval from members. Shareholders can approve a substantial property transaction by passing an Ordinary Resolution i.e. a majority of the total voting rights of all eligible shareholders (unless the company's articles require a higher approval level such as a special resolution) before the transaction is entered into; or after the transaction has been agreed provided the transaction is conditional on members' approval being granted.

In other words, a company may not enter into an agreement under which a director of the company or its holding company, or a person connected with such a director, acquires or is to acquire from the company (directly or indirectly) a substantial non-cash asset; or the company acquires or is to acquire a substantial non-cash asset (directly or indirectly) from such a director or a person so connected, unless the arrangement has been approved by:

  • by the members of the company, or
  • by both the members of that company and the members of that company’s holding company where the substantial property transaction is entered into with a director of that company’s holding company or a person connected with a director of that company’s holding company, or
  • is conditional upon such approval being obtained.

Where a company enters into a substantial property transaction without obtaining any required members’ approval or without it being conditional upon any such required approval being obtained, that substantial property transaction and any transaction entered into pursuant to it (whether by the company or any other person) is voidable at the instance of the company, in other words, it can be rescinded by the company.

A company is not liable due to a failure to obtain any members’ approval required in relation to a substantial property transaction, but the people involved in the transaction or the directors who authorised the transaction are liable to the company regardless of whether the company has rescinded the substantial property transaction or any transaction entered into pursuant to it. Thus, in the event that a substantial property transaction takes place without shareholder approval, the parties involved should seek to have the transaction subsequently approved by the shareholders as soon as possible.

This Ordinary Resolution - Approve a Substantial Property Transaction is in Microsoft Word format, written in plain English, easy to use and edit.

Check My Template Service

£59.99


If you need help with editing your Template the Check My Template Service is the solution for you.


With our Check My Template Service, a lawyer will check over your edited document to ensure the information you added is correct and the document is complete, legally binding and will achieve your goals. We will also check that your use of defined terms is correct and consistent and correct spelling mistakes, so that you can be confident that your edited document template is ready for signature.

What You Get: 

ok Icon Detailed assessment of your edited document template

ok Icon We answer all questions you might have relating to your document template

ok Icon Check that your use of defined terms is correct and consistent

ok Icon  Correct spelling mistakes

ok Icon Ensuring your document template is ready to sign


How It Works: 

 Edit your document template as fully as possible

 Send the document to us either upload it through our website or email it to info@thelegalstop.co.uk

 We will get in touch with you if we need more information

 We return your reviewed document ready to sign within 2 working days


Uploading ...

Need help with your template? Do you have questions on a template? Please get in touch!

You can use the phone number or contact form below to get in touch with us.

+44 (0) 208 870 5522

Uploading ...

Send

Can’t Find Your Template? Request It Now!

If we currently don’t have the template you need we can always draft it for you at no extra cost & 100% money back guaranteed, simply send us a no obligation request by filling in the form below.

We aim for a 7 day turnaround - you will receive an email notification when your template is ready for download from our website.

Request a Template Service

Can’t Find Your Template? Request It Now!

  • If we don’t have your template we can draft it for you
  • We aim for 7-day turnaround – you get notified when your template is ready
  • No obligation & No extra costs!

Are you human?

8 + 1 =

Please add the two numbers

Continue
This site uses cookies to improve your user experience. By using this site you agree to these cookies being set. To find out more see our Privacy Policy OK