Thursday, 26 January 2017


What is a Quorum?

A quorum is a prescribed amount of people that must be present at a meeting in order for valid business to be transacted. The focus here is on meetings of directors. However, issues with quorum size can also arise, for example, in relation to meetings of shareholders. 

A meeting held with below the required amount of people present is described as being 'inquorate'.

What is the effect of an inquorate Board Meeting?

Where a Board Meeting does not have the required quorum, no valid business can be transacted thereat (subject to the exceptions discussed below). 

Examples of times where this may cause significant difficulties may for example include the need for a loan to the company to be approved by the directors at a Board Meeting, the approval of the issue or transfer of shares in the Company or the approval of a director's loan. 

How do I know what the quorum is for my company?

The quorum for a Board Meeting should be prescribed by the Company's Articles of Association. Many smaller companies will have been set up using 'Model Articles' (if incorporated after 2008) or "Table A Articles" (if incorporated between 1985 and 2008). 

Where unamended Model Articles or Table A Articles have been adopted, the quorum for a Board Meeting shall be two directors. This is often problematic for smaller companies who only have a sole director. How, in these circumstances, may that director transact any valid business or pass any board resolutions at his meetings? A common solution is to change the required quorum. 

How do I change the quorum for Board Meetings?

It is perfectly acceptable, under unamended Model Articles or Table A Articles, for a director to set the quorum for Board Meetings. This is something which should be recorded in writing and,
in the interests of prudence, it is often recommended that this is a matter recorded in Board Minutes. It is also acceptable under the Model Articles or Table A Articles for a Board Meeting
to be held which, even if only one director is present, will be considered quorate, provided that the business of the meeting is to appoint a further director. By this means it is possible to appoint further directors if so required.

Should it be necessary, there are also additional measures which may be adopted to change the quorum for Board Meetings. For example, where more in depth restructuring of the Company's Articles is required, the relevant Articles may be amended by a resolution of shareholders. This must be done by 'Special Resolution' and requires that 75% or more of the shareholders agree. Such invasive measures are generally not required however where the object is solely to amend the required quorum. This approach also produces some onerous filing obligations with Companies House. 

If you would like to know more, please contact me.

Oliver Gray - Trainee Solicitor 
Commercial Department

Oliver Gray is a Trainee Solicitor
who works in the Commercial
Department dealing with all areas
of commercial work including
contentious and
non contentious work.

He is based at the firms
Marlborough office.

Friday, 20 January 2017


I am seeing a growing trend of tenants unlawfully subletting their properties to earn a few quid. This is especially so for social housing tenants who are often able to sublet at a higher rent than they pay their landlord and thereby pocket the difference.  Nice work if you can get it! 


However the courts are getting tough on this so beware.  First a landlord can take a tenant to court to recover any profit made from the unlawful subletting by way of an Unlawful Profits Order (UPO) but it goes further than this......The courts also have the power to evict the tenant from the property completely.  This happened recently in a case involving a London property and the tenant had a nasty shock as a result and wasn't feeling quite so clever!

It is essential to check the terms of your lease to see if subletting is permitted and here at ABD we can help you with that process.

For information please contact me.
Jonathan Bailey
Solicitor - Head of Commercia

Jonathan Bailey is a Solicitor and 
Head of the firms Commercial

He is based at the firms
Devizes office.

Tuesday, 17 January 2017

Press Release: Chippenham Business Awards Finalists 2017 are Announced

Local businesses have eagerly awaited the news in anticipation, yet we can now reveal the official finalists for the Chippenham Business Awards 2017 – coming your way in February!

After looking back on the success of their business and picking key highlights to make their category entries shine, businesses within Chippenham and just five miles beyond have completely wowed the judges with their impressive records of achievement. 40 entries were received spanning over ten different categories; each encapsulating the vast different areas of achievement for businesses in Chippenham. 

Matthew Powell, Interim Manager for Chippenham BID, said:

“It has been an incredibly exciting and insightful process and has really allowed us to discover how talented Chippenham’s businesses truly are. We feel that business engagement has heightened for the BID and our judges have provided a strong support to reach the decisions made.”

Tom Paget, Associate Solicitor for Awdry Bailey & Douglas – the Main Title Sponsors of the Chippenham Business Awards, said:

“We are privileged to work with many fantastic businesses in and around Chippenham and it is great to see so many businesses in the town thriving. We are proud to be the main sponsors of this event which recognises the achievements of those businesses and look forward to celebrating their success on the evening.”

With the help of our fabulous sponsors, the finalists were selected as show below:

Chippenham Business of the Year-                                   
Sponsored by Awdry, Bailey & Douglas                        
Finalists         24-7 Staffing,  Good Energy LTD,   Polydeck Resins Ltd

Start-up Business of the Year-                                                               
Sponsored by Mander Duffil   
Finalists         Purpol Marketing, Twinkle Twinkle, Atlas Gyms 24/7                                                               

Young Entrepreneur of the Year-                                         
Sponsored by Good Energy
Finalists Jess Baker, Twinkle Twinkle, Jordan Gill, Atlas Gyms 24/7, 
                Cheryl Klukowski Stevenson, Taste of the Caribbean and Chocolate

Apprentice of the Year- 
Sponsored by Wiltshire College
Finalists Alex Cowley, Avagio ITS Ltd, Kieran Simon, John Williams Heating
                Services Ltd

Business Services Provider of the Year-
Sponsored by Chippenham Chamber of Commerce    
Finalists The Citadel Hall, 24-7 Staffing, Purpol Marketing and Alison Edgar, 
                The Entrepreneur's Godmother

Creative Business of the Year – 
Sponsored by Monahans
Finalists Digiprint GroupEmery Gate Shopping Centre, Soinspired Limited

Customer Service Award – 
Sponsored by Chippenham BID
Finalists Good Energy LTD, Scrivens Hearing Care, 24-7 Staffing

Environmental Business of the Year – 
Sponsored by Chippenham BID
Finalists Good Energy LTD, Eagle One Limited

Independent Business of the Year –
Sponsored by Chippenham BID
Finalists Brinkworth Dairy, J Sheppard and Son Ltd, Purpol Marketing 

Small Business of the Year – 
Sponsored by 24/7 Staffing
Finalists    Active Potential Therapy Ltd, John Williams Heating Services Ltd,
         Sarah-Jayne's CafĂ©

You can also view the full list of finalists on the website here:

The Business Awards Evening will be taking place on Thursday 23rd February, from 7pm at The Neeld Hall. Attendees will enjoy a complimentary drinks reception, before a warm welcome from our special guest Marc Allum and a delicious three course meal before the Awards officially begin. Featuring a 1920’s dress code twist with casino entertainment proceeds going to local Chippenham charity: Doorway, Chippenham businesses can enjoy a night of networking, celebrations and plenty of fun!

Tickets are now on sale for the Chippenham Business Awards 2017. To find out more, please visit: 

Monday, 16 January 2017


Some say that the descriptive words used by the Red Cross in saying that our accident and emergency system is akin to a humanitarian disaster is inflammatory and an over reaction.  Whether that is true or not, what cannot be said is that social care does not get enough air time and print space in our media.  Everyday there is something which is negative. 

Some of the latest headlines relate to whether the pre Christmas boost of an extra £240 million for Social Care followed by the Health and Communities Secretary permitting local authorities to raise an extra 3% per annum for Social Care via Council Tax is the solution.

Most people accept that at best the pre Christmas announcements are nothing more than a short term fix.  Regretfully however, it might not even be that.  This is because the announcement allowing local authorities to raise extra cash via Council tax is predicated on one assumption and which is that Councils will do precisely that.  The evidence which is starting to appear is that because in 2017 many larger local authorities are subject to elections there is a reluctance to take advantage of the opportunity to raise council tax for the purpose permitted. This of course is not surprising given that the wrath of the voter could be incurred.

What of the governments so called extra cash of £240 million.  The truth of the matter is that this likewise is not a solution but rather a slight of hand. This is because it is not new money but instead cash taken from the budget for building new homes, an area which itself is under particular pressure because of the difficulties our young people have in getting on the housing ladder.

Clearly it is easy to criticise without coming up with workable alternative solutions. The truth of the matter is that nobody knows how to deal with an ever increasing aging population and the demands they create without raising taxation and which no political party wants to do because of a fear of a backlash from the voter at the ballot box.

As stated in my blog dated the 15th December solutions that will solve the problem are rarer than “hen’s teeth” and some result in the problem with social care dictating policy in other parts of the economy. In other words the “tail wagging the dog”.  Some mooted remedies for the “million dollar question” were as follows:

Replace the proposed reduction in Corporation tax with cash to fund the social care problem.   
Remove the triple lock on state pensions and remove some pensioner benefits for the better off.

As in Germany, France and Japan  introduce mandatory long term health insurance.

Unify the NHS and Social Care budgets to make the system more efficient.

Create a care ISA to encourage people to save for their long term care.

Regarding paragraph 4 above, it is not possible to implement a solution whereby a single ring-fenced budget for the NHS and Social care without there also being an increase in public funding. As we all know, an increase in funding can only be achieved in one of two ways or a combination of both namely increased taxation and/or taking money earmarked for other budgets such as Housing, Transport or Education. It is difficult to see the politicians being brave enough to go this route?

Additionally and as stated again in earlier blogs it is not all to do with funding.  Much of the problem is with the quality of the care being provided.  Many care homes fail the so called “Mum test” whilst hospitals are guilty of discharging many elderly patients in the middle of the night.  There is then the awful problem of abuse. The list could go on.

Clearly there is a long way to go and a lot of media coverage before this issue is resolved, if ever!!

No matter the shambles it is still vital that the existing system is understood. It is the need to understand what the system can and cannot provide, combined with the need to be persistent and to get advice early that is key.

The above is an overview only. 
Andrew Dougas

For a FREE appointment and to find out
answers to the questions that need answering 
and to get the care you or a loved one need
email Andrew Douglas and his team  or
simply call on 0800 072 8636. 

Alternatively visit our website www.

Thursday, 12 January 2017


For those planning to share more than an intimate meal for two, the legal consequences of living together, or marriage, are widely misunderstood...

Over the past few years I have seen a significant increase in the number people seeking advice about Pre Nuptial agreements. Many of these enquiries have been from people, like myself, in the middle to later years of life. The national Press has dubbed these 'silver nups'. But why are so many people looking at Pre Nuptials? 

Do you:

 - Own your home?
 - Run a business?
 - Have children from a previous relationship and possibly grand children too?

Have you:

 - Received an Inheritance from your parents, or relatives?
 - Invested in rental properties, or made long term financial plans?
 - Sold your Business, and looking to enjoy your hard earnt cash?
 - Been Divorced before, and worked hard to rebuild your financial security?  

Many people who ask for a prenuptial agreement do so because they are trying to protect their children's inheritance, or Business assets. However, it’s not always a one sided scenario. Often, both of the people involved have built up individual assets, through shear hard work, perhaps even following an earlier Divorce. They both want certainty and to know that their assets will not be dissipated.    

It may be hard to contemplate starting a conversation with your partner about having a Pre Nuptial. Fears of arguments and embarrassment are entirely understandable. However, talking through the reasons why you feel it is important, often opens up a depth of conversation about feelings, wishes and about family. Difficult conversations like this are however the life blood of a strong relationship. They build trust and a deeper understanding. 
So the remaining question is, are Pre Nuptials actually binding? Well, legal and social attitudes are changing. According to the latest in a long line of decisions from the Court of Appeal, Pre Nuptials are binding.  In the latest case reported, H v H 2016, EWFC the Court upheld a Pre Nuptial which provided for each spouse to retain the assets they owned prior to marriage. The Court has an over riding obligation to make sure that “fairness” is achieved between spouses but, unless there are very significant changes in needs for example; illness, disability etc. a properly prepared Pre Nuptial is now worth a lot more than the paper its written on. 

If it is important to you and you want to protect your children's inheritance, or your business assets, then take advice before you tie the knot.   

Peter Berry
Family and Collaborative Lawyer

Peter Berry is a Family and Collaborative Lawyer
who is based at
the firm's Marlborough Office.

Please contact
Peter for further details and
if you wish to organise
a free initial consultation.