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BLP > 2.2 Companies: Company Constitution > Flashcards

2.2 Companies: Company Constitution Flashcards

1
Q

What is the legality test

A

Tailored AoA must be consisten w/ CA provisions

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2
Q

Pro of capping delegation under MA 5

A

Cap may be significant for small business, to control spending

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3
Q

154 CA on what

A

Ds for Priv + PubC

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4
Q

Alternative to capping Ds power under MA 3, when D = M

A

Provision in SA to keep cap private

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5
Q

CA section on docs for registration at CH

A

9

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6
Q

271 says what

A

PubC needs to have CS

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7
Q

Con of capping delegation

A

Removing if company grows requires amending AoA

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8
Q

MA 17(1) on what

A

Methods of appointing Ds

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9
Q

CA provision on amending AoA

A

21(1)

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10
Q

Can method to change name be amended by AoA (+ section)

A

Yes per 77(1)(b)

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11
Q

Section for Ms to approve an act in advance that would otherwise be BoD by D

A

180(4)

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12
Q

Can BM power to delegate under MA 5 be restricted?

A

Yes

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13
Q

Alternative to capping delegation under MA 5

A

Easier to use BR to impose cap, so only BR to remove, rather than BR + SR (21(1))

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14
Q

Advantage for shelf company for time

A

If fits purpose, only need to amend e.g. officers and reg office

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15
Q

When does cap on D’s powers under MA 3, requiring shareholder res, make no difference

A

When M = D

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16
Q

CA provision that 3rds relying on board in GF have appauth

A

40

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17
Q

Can BM power be restricted under MA 3

A

Yes - silent in CA

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18
Q

Disadvantage of inc. from scratch for cost

A

Filing costs can be p to £100 + legal costs in creating AoA (if not using MA)

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19
Q

Advantage of incorporation from scratch for time

A

E-filing is same day if before 4.30

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20
Q

Pros of capping Ds power under MA 3, requiring Shareholder Res to go above cap (if 1M)

A

If there is 1M, gives them a second check, and easy to pass res

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21
Q

Cons of capping Ds power under MA 3

A

Time-consuming if company grows. If all Ms = Ds, makes no difference.

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22
Q

Pro of casting vote under MA 13

A

Avoids deadlock

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23
Q

Advantage of inc. from scratch for formalities

A

Can use MA + just file s.9 docs

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24
Q

Provision on appointing Ds

A

MA 17(1)

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25
Q

Disadvantage of inc from scratch for tim

A

Other than e-filing takes longer, and bespoke AoAs are time-consuming

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26
Q

What is the solution to practical issue of MA 14(1) when D has interest in transaction, and no quorum met without D

A

Either amend MA to include D, or Ms authorise under 14(3)(a)

27
Q

What provision disregards D w/ interest in a transaction from quorum + voting in proposed transaction

A

MA 14(1)

28
Q

What company and per what section needs to have CS

A

Pub per 271

29
Q

Who does job of CS in PrivC if no CS?

A

Ds (270(3)(b))

30
Q

250 CA on what

A

D duties apply equally to NEDs + EDs

31
Q

Section for Ms to ratify act that was BoD

A

239(2)

32
Q

s.300 CA on what?

A

Any provision in AoA removing WR is void

33
Q

What happens if M = D and there is a deadlock

A

Need SA deadlock provision

34
Q

CA provision prohibiting removing WR as res option

A

300

35
Q

Can BM quorum (MA 11(2)) be amended?

A

Yes - silence in CA, so can amend 11(2)

36
Q

Advantage of shelf company for cost

A

Cheap if few changes needed

37
Q

Disadvantage of shelf company for formalities

A

Changes may require AoA and/or notifying RoC

38
Q

Con of casting vote under MA 13

A

One D may end up controlling the company if only 2Ds

39
Q

What is the downside of provision in SA to cap Ds power under MA 3

A

Cumbersome to amend the SA

40
Q

Disadvantage of shelf company for cost

A

Legal costs for many amendments can be high

41
Q

CA provision demanding OR to remove Ds (no possibility to amend)

A

168(1)

42
Q

175(3) excludes what transactions from triggering 175

A

Transactions with the company

43
Q

Disadvantage of inc. from scratch for formalities

A

Have to reg and inc. at CH

44
Q

33(1) CA shows what

A

AoA is covenant between C + Ms

45
Q

Disadvantage for shelf company for time

A

Many changes are time-consuming; need to file w/ CH

46
Q

How many Ds must PrivC and PubC have

A

1 for Priv, 2 for Pub

47
Q

What would it be easier to do than alter articles to restrict delegation under MA 5

A

Pass BR to agree X spending cap, as altering articles requires SR (21(1))

48
Q

When must D disclose interest in a transaction under 177

A

Before the transaction

49
Q

Can AoA remove power to pass res by WR?

A

No

50
Q

s.168(1) on what?

A

Any provision in AoA which changes from OR to remove Ds is void

51
Q

Two ways to appoint Ds? which is most likely?

A

By OR or BR - by BR

52
Q

Can GM quorum be amended in AoA

A

Yes, if more than 1M, bc 318(2) is subject to AoA

53
Q

Can method to remove Ds under 168(1) be amended

A

No

54
Q

When does s.175 usually apply

A

When acting for competitors

55
Q

Can BM casting vote (MA 13) be amended?

A

Yes - silence in CA so can amend MA 13

56
Q

Alternative to removing casting vote under MA 13

A

Push quorum to X number to avoid deadlock. If there is deadlock, go to Ms. If M = D, SA deadlock provision

57
Q

How do you amend AoA (kind of res)

A

SR

58
Q

When is a cap on Ds powers under MA 3 likely?

A

If M does not = D

59
Q

Can method to amend AoA pr 21(1) be changed?

A

No

60
Q

What section requires OR for long-term service Cs of Ds

A

188

61
Q

Advantage of shelf company for formalities

A

Some changes can be done online

62
Q

Advantage of inc. from scratch for cost

A

E-filing can be £30

63
Q

Provision on casting vote for chairman

A

MA 13

64
Q

Can BM notice be changed in AoA?

A

Yes - Browne only applies in absence of AoA provision

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