How to set the correct governance settings to ensure all activities carried out on Vestd are authorised correctly.
The Companies Act 2006 defines what authorisation is required to carry out various activities as a business. Typically this involves a combination of Board and Shareholders' Resolutions, with varying levels of pass rates depending on the activity being undertaken.
If, when you incorporated your business, you simply adopted the Model Articles, and have not subsequently adopted new Articles that re-define this, nor have adopted a Shareholders' Agreement that changes them, then allow the platform to default to the requirements defined in the Companies Act 2006 (other than for Stock Transfers, for which the required special resolution waiving shareholder pre-emption rights found in the Vestd articles is included).
Similarly, if you have adopted the Vestd Articles, these defaults will also apply to you.
It's important to note that if your governance settings require a simple majority (>50%) to pass a resolution, the Vestd platform treats 50% as a majority. So if your pass rates are set at simply "50%", take confidence knowing that a majority is still required for the resolutions to pass.
However, if you adopted "bespoke" Articles on incorporation or subsequently (typically driven by an investment round), these may have made changes to the standard requirements, typically making them more onerous.
You may also have set up a Shareholders' Agreement that gives greater rights to certain individuals than those afforded to them by the Companies Act.
In either of these cases, it's important that you adjust the default governance settings to reflect those that your company has adopted. This may be a higher percentage rate to pass Shareholders' Resolutions, the existence of "must sign" shareholders and directors, or something more complex.
To update your company governance settings on Vestd, watch this video for guidance, or keep reading.
Go to Secretarial & admin > Governance and select Change and confirm these details to make the required changes.
Please note, if you're adding a must-sign shareholder or director, you will also need to update their specific profile. Simply go to Secretarial & admin, select Directors or Shareholders depending on the update, then click on the name of the required person and update their must-sign status to Yes.
Please make these adjustments on the platform before issuing any resolutions to ensure they are only passed in accordance with your bespoke governance rules.
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