This explains how to select the correct governance settings to ensure that all activities carried out on the Vestd platform are correctly authorised
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 Shareholder 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.
However, if you have 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 is 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 Shareholder Resolutions, the existence of "must sign" shareholders or something more complex.
Please make these adjustments on the platform before issuing any resolutions to ensure they are only passed according to your bespoke governance rules. If you are unsure how to reflect your rules on the platform, please contact the support team.