Reserved Matters Checklist: How to Keep Ordinary-Course Decisions with the Board

Trim a reserved-matters veto before you sign, so ordinary-course decisions stay with the board. This is the law of England and Wales. On this Schedule 4, mark each row as keep, give it a number or an approved-budget test, or strike it. Share issues and a change of the articles stay. An ordinary-course contract, an ordinary-course hire, and an undefined ordinary-course phrase do not stay as written.

Glaslyn Slate Ltd’s draft is dated 8 October 2026. Schedule 4 needs the Investor’s prior written consent for any share issue, articles change, borrowing, security, contract, hire, or step outside the ordinary course. It names no amount, no budget, and no silence rule. Holdings are 55%, 30%, and Menai Seed Ltd at 15%. The draft is marked subject to contract.

Disclaimer: Checkory provides AI support, not legal advice. Consult a qualified lawyer for binding decisions.

Which reserved-matter rows stay on Schedule 4?

A row stays only when the decision changes ownership, the constitution, the business, or a large new risk. Ordinary-course hiring, pricing, and supplier contracts come off. Caesar’s note of 2 October 2026 says those three stop the company. This schedule reserves any contract and any hire. Strike them or narrow them.

Keep share issues, class rights, a sale, a business change, connected-party deals, dividends outside policy, and winding up. Section 21 amends the articles. Section 168 removes a director. Netlawman says an undefined ordinary-course line is hard to apply when the decision is made. Four model agreements reserve a key executive, not every hire. A repeat order inside the approved plan stays with the board.

Why do borrowing, contracts, and capital spending need a number?

Borrowing, security, contracts, litigation, and capital spending need a number or an approved-budget test. “Material”, “significant”, and “substantial” may be difficult to enforce. Above the limit, consent is required. Below it, the board decides. Schedule 4 has no number and no budget test. Do not treat the word material as the number.

Tie ordinary course to the approved plan and to arm’s-length terms. Adya (September 2026) says to aggregate a series designed to avoid a threshold. Three orders split to stay under it are one series. An in-budget related-party deal, a capital change, or a transfer of core intellectual property can still need consent. His dollar figures are hypothetical.

Who has to consent, and in what form?

Name a class, a percentage, or Menai Seed Ltd while it holds a stated stake, and write the form of consent. Schedule 4 says only “the Investor” and “prior written consent”. Test that against 55%, 30%, and 15%. Fifteen per cent alone is not a statutory block.

A special resolution needs not less than 75% (section 283). Menai Seed Ltd’s 15% does not block it if the others vote for it. Without an agreement, only a stake above a quarter blocks a special resolution. Write the holding floor and the form: writing, a meeting, or a board representative (Weightmans).

What does silence mean if Schedule 4 never says?

Say when the clock starts, what a complete request contains, and whether silence is consent, refusal, or escalation. If Schedule 4 is silent, silence is neither a yes nor a statutory no. The 16 October 2026 message does not fill the gap. A typical mistake is to treat that message as a refusal.

In Hikari Miso (UK) Ltd v Knibbs [2023] EWHC 1340 (Ch), clause 6.1(a) deemed consent after 14 days. The thresholds were 75% and 70%. Those 14 days are from that agreement, not the Companies Act. A role and pay envelope in the business plan can block a later veto of that individual. A shareholder may veto in its own interests. Do not deem consent on an incomplete request, and do not treat Adya’s service levels as law.

Why put the same limits into the articles?

Put the same limits in the articles as limits on the directors. Model article 3 leaves management with the directors, subject to the articles. Model article 4 lets shareholders direct them by special resolution, and that resolution does not unwind a prior act. The model articles give no investor veto. Section 33 binds the members.

Signatories are bound, and an appointed director votes against a matter that lacks consent. Section 173(2)(a) allows that limit. Sections 171 and 40(5) leave the director exposed, while Section 40(1) protects a good-faith dealer. Section 40(2)(b)(iii) says knowing the limit is not bad faith, and section 40(3)(b) counts a members’ agreement. IMD says an unconnected supplier can still enforce. Section 40(4) restrains the act in advance. Section 41 can make a director’s deal voidable. Jusan Technologies Ltd v Uconinvest LLC [2025] EWHC 704 (Ch) shows section 40 keeping a share registration, not a supplier contract.

What do you record on the log before Friday?

Fill the grid, name the holder and the form, write what silence does, mark the articles mirror, and record a review on the next funding round. Then rewrite Schedule 4 and the articles, or do not sign. The mirror does not void a completed contract with an unconnected supplier who dealt in good faith.

The signing date is 23 October 2026. A consent right does not make Menai Seed Ltd a director. Section 251 turns on a habit of following directions, not the veto alone. Narrow the hire row to a named senior role, a stated pay level, or a role outside the plan. The log does not say you may sign.

In this order: row grid → holder and form → clock and silence → articles mirror → directorship and hire → next-round review → rewrite or do not sign.

Drag-along and tag-along sit on a share-sale checklist. Who may buy shares already in issue is transfer pre-emption. An MSA (umbrella services contract) change control is a different process. Assignment and change of control in a trading contract is a separate matter.

Upload both for a first pass that marks the gaps, not a signed opinion. Document analysis is not the decision to sign.