Director Land Purchase Approval

Summary

You can stipulate that a director cannot buy land without shareholder approval by amending the Articles of Association or drafting a shareholder agreement. For significant decisions, a special resolution requiring a 75% majority is typically needed. Ordinary resolutions require a simple majority (over 50%) and cannot be modified to require 72% approval, as that would effectively make it a special resolution.

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yes

Sure! To modify these documents, you can follow these steps:

Articles of Association:
*. **Drafting the Amendment**: Create a draft that includes the restriction clause.
*. **Approval**: Obtain approval from the shareholders through a special resolution (typically requires *% majority).
*. **Filing**: File the amended Articles with Companies House.

Shareholder Agreement:
*. **Drafting**: Include a clause that requires shareholder approval for land purchases.
*. **Signing**: Ensure all shareholders sign the amended agreement.
Would you like guidance on drafting the specific clauses?

yes

To draft the specific clauses, follow these guidelines:

Articles of Association:
*. **Restriction Clause**:
- "No director shall acquire land without prior approval from the shareholders, obtained through a special resolution."
*. **Special Resolution**:
- Ensure that at least *% of shareholders approve the amendment.

Shareholder Agreement:
*. **Approval Clause**:
- "Any purchase of land by a director must receive prior written consent from the shareholders."
Would you like further guidance on the filing process with Companies House or any other aspect?

Can it be an ordinary resolution to approve purchase of land

In Scotland, an ordinary resolution typically requires a simple majority of over *% of the shareholders' votes. However, for significant decisions such as amendments to the Articles of Association, a special resolution (*% majority) is usually required.
Would you like more details on when an ordinary resolution is sufficient?

yes

Certainly! Here are some instances where an ordinary resolution (over *% majority) is sufficient in Scotland:
- Appointing or removing directors.
- Approving the annual accounts.
- Declaring dividends.
Would you like more information on any specific type of resolution or process?

can i stipulate a director can not buy land without shareholder ordinary resolution

Yes, you can stipulate that a director cannot buy land without shareholder approval through an ordinary resolution. Here's how:

Articles of Association:
*. **Restriction Clause**: "No director shall acquire land without prior approval from the shareholders, obtained through an ordinary resolution."
*. **Ordinary Resolution**: Ensure that over *% of shareholders approve the amendment.

Shareholder Agreement:
*. **Approval Clause**: "Any purchase of land by a director must receive prior written consent from the shareholders via an ordinary resolution."
Would you like guidance on the process of filing these amendments with Companies House?

Can i stipulate ordinary resolution needs *%

In Scotland, an ordinary resolution typically requires a simple majority of over *%. However, you cannot stipulate an ordinary resolution to require *%; that would effectively make it a special resolution.
Would you like more details on special resolutions and their requirements?

Can i stipulate a company in england and wales for an ordinary resolution needs *%

In England and Wales, ordinary resolutions require a simple majority (over *%) by default. You cannot stipulate that an ordinary resolution requires *%, as it would then be considered a special resolution, which typically requires a *% majority.
Would you like guidance on any other specific aspects of company resolutions?

Can i change articles of company in england and wales to state for an ordinary resolution needs *%

In England and Wales, you cannot change the Articles of Association to state that an ordinary resolution requires *% approval. Ordinary resolutions require a simple majority (over *%). Requiring *% would effectively make it a special resolution, which typically requires a *% majority.
Would you like to know more about special resolutions or any other aspects of corporate governance?

yes

Special resolutions in both Scotland and England & Wales typically require a *% majority of shareholders' votes. Here are some key points:
- **Special Resolution**: Used for significant decisions like amending Articles of Association.
- **Approval**: Requires at least *% majority.
Would you like more details on the process of passing a special resolution?

Director Land Purchase Approval

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