Use LEFT and RIGHT arrow keys to navigate between flashcards;
Use UP and DOWN arrow keys to flip the card;
H to show hint;
A reads text to speech;
30 Cards in this Set
- Front
- Back
|
Who can call a BM? |
Any director - MA 9(1) |
|
|
What notice is required to call a BM? |
Reasonable notice according to what is usual for the company and its circumstances Browne v LA Trinidad |
|
|
What is the quorum of a BM? |
MA 11(2) - set at 2 |
|
|
Who can appoint new directors? |
MA 17(1)(b) directors (also shareholders (1)(a) but for purpose of procedure plan will use directors) |
|
|
Who can appoint a chairperson? |
Directors - MA12(1) |
|
|
What is the authority for resignation of directors? |
MA 18(f) |
|
|
How are shares transferred? |
The original SH executes a share transfer certificate and gives this to the new SH and certifies that the transfer is under £1,000 and therefore exempt from stamp duty. The original SH then sends the certificate to the company, whose directors must approve the transfer. The secretary will then update the log of registers and send the new share certificate out. |
|
|
What is the authority for the company approving a share transfer? |
S.771 and MA 26 |
|
|
What authority requires the company secretary to update the shareholder register? |
S.112(2) and 113(2) |
|
|
What must be done if a share transfer results in a company only having one shareholder? |
Must notify companies house that it is a single member company - S.123(2) |
|
|
What requires the issue of new share certificates to a new shareholder? |
S.776 old share certificates must also be cancelled. |
|
|
What must be included in the notice of GM? |
S.311 - The date, time and place of the meeting S.283(6) and Re Moorgate Mercantile- the precise wording of any special resolutions, and any OR's as good practice. A statement that a member may appoint a proxy. |
|
|
Who must notice of the GM be sent to? |
The company secretary must send notice of the GM to every member, and every director of the company - S.308 |
|
|
Who may call a GM? |
S.302 - Directors S.303 - members |
|
|
What must be done by the company secretary after the passing of a special resolution at GM? |
They must file a copy of the special resolution with the Registrar of Companies within 15 days - S.301(1) |
|
|
How may board resolutions be passed? |
By a majority - MA 7(1) Or by a unanimous decision - MA 8(1) |
|
|
What must be done by the company secretary when a new director is appointed? |
Must file Form APO1 at companies house within 14 days - S.167(1) |
|
|
What must be done by the company secretary when a the appoint of a director is terminated? |
Must file Form TM01 at companies house within 14 days - S.167(1) |
|
|
What must be done by the company secretary when a new company secretary is appointed? |
Must file Form AP03 at companies house within 14 days - S.276(1) |
|
|
What must be done by the company secretary when a the appointment of a company secretary is terminated? |
Must file Form TM02 at companies house within 14 days - S.276(1) |
|
|
What must the company secretary do after any board meeting? |
Type up board minutes (S.248(1)) and enter them into the companies minutes book (S.355(1)) |
|
|
What is the voting threshold for a special resolution? |
S.283(1) and (4) - not less than 75% of the votes of those present and voting
|
|
|
What is the default voting method at a GM? |
On a show of hands - MA 42 |
|
|
When is a BM closed and when it is adjourned? |
A BM is closed when the GM will be called on ordinary notice, it is adjourned when the GM will be called on short notice, or the resolutions requiring shareholder approval will be passed by written resolution |
|
|
What must be done to change a companies registered office? |
This can be changed by a BR (S.87(1)), and after this is passed, the company secretary must file Form AD01 at companies house ASAP |
|
|
What must be done to change the accounting reference date (ARD) of a company? |
This can be changed by a BR (S.392(1)), following which the company secretary must file Form AA01 at companies house ASAP |
|
|
What must be done to change the name of a company? |
This can only be done through a special resolution of SH (S.77(1)). If passed, the companies secretary must file Form NM01 at companies house, with the applicable fee ASAP pursuant to S.78(1). The change is effective from the date that the new certificate of incorporation is issued (S.81) |
|
|
How many days notice must be given to call a GM on ordinary notice? |
14 CLEAR days - S.307(1). S.360(2) gives further details about what is meant by "clear days" |
|
|
In what circumstances can a GM be called on short notice? |
Pursuant to S.307(5) and (6) a GM may be called on short notice IF a) a majority in number of SH, b) representing at least 90% of the share capital, consent to short notice. |
|
|
How is a written resolution passed? |
ONLY APPLICABLE TO PRIVATE COMPANIES S.288 - a resolution requiring SH approval may be passed by written resolution, in lieu of a GM. The resolution must be passed to all eligible members (defined in S.289). The resolution is passed when the required majority of eligible members have signified agreement to it (S.296). |
