2.3 Companies: Company Procedure Flashcards
From when are subscribers deemed Ms + provision
From MoA (112(1))
Which company can only pass shareholder resolutions at GM + provision
Pub, 281(2)
Provision on approving form of GM notice
in accordance w/ 311
790M provision on what
Updating PSC reg
How do Bs instruct CS
By delegation under ma 5
AP01
Appointing D
Browne v La Trinidad
Reasonable notice is whatever is usual
Who calls GM + provision
Ds, 302
MA 9(1)
Any D calls BM
Who chairs GM + provision
Chairman if willing, MA 39(1)
Powers of D + provision
D exercises all powers of C (MA 3), subject to shareholder reserve (MA 4)
What if no chairman/unwilling to chair GM + provision
Ds must appoint, or Ms if no Ds present (MA 39(2))
Appoint D form
AP01
What is the presumed accounting ref date + provision
Last day of month of anniversary of incorporation, 391(4)
How is accounting ref date changed
By giving notice
Period for sending res affecting constitution to RoC
15 days
What must all companies do w/ regard to their name - publicity requirement
Disclose name
TM01
Resigning D
Notice for AGM of Pub + provision
21 days, 307(2)(a)
What is the default rule on delivery of a notice under 1147
Post/email = deemed served 48 hours later
167(1)
Change of D provision under CA (time to inform CH)
Change of D provision under CA (time to inform CH)
167(1)
283(1) applies to what kind of res
SR
Can threshold to approve short notice under 307(5) be reduced?
No - can only be increased up to 95% in AoA
Provision on 2 months to issue share certificates for transferred shares
776
Why must CS be instructed to immediately enter Ms in register if shares transferred
Bc any notice of GM also goes to these new Ms
What happens if reg office changes + general provision
Must notify registrar (s.87)
87(2) CH notifications
Inform CH of change to reg office
Quorum for GM + provision
2 qualifying persons, 318(2)
What must be filed w/ CH if AoA changed
Res and amended articles
Res required to change name + provision
SR, 77(1)(a), unless AoA provides otherwise
What BRs are needed whenever CS must be instructed or GM called
BR to instruct CS, to call GM, and to approve form of GM notice
Who decides if res passed by SoH at GM + provision
Chairman (320(1))
New PSC form
PSC01
Where is default rule for delivery of a notice
1147
355 provision on what
Record GM minutes
Voting for BMs + provisin
Majority MA 7(1)
What happens to old certificates when shares transferred
Old certificates cancelled
What should Ms be informed of in GM notice
Rights under 324
Appointing CS form
AP03
Provision on record Board Minutes
248
Provision on who CS must send notice of GM to
310 + 502(2)(b)
Provision on record GM minutes
355
s.86
Requires reg office doc company
AD01
Change reg office
Provision in CA on clear days
360(1)
Provision requiring res affecting constitution to be sent to RoC within 15 days
30(1)
Who is responsible to update statutory books
Ds
PSC01
New PSC
Section requiring CH to be informed of change to reg office
87(2)
TM02
CS resigns
771 on what
Once transfer of shares lodged w/ company, company must either register or give notice of refusal
Provision on manner CS must call GM
308
MA 3
Ds exercise all powers of C
282(1) applies to what kinds of res
OR
Provision requiring notice to RoC for change of name
78(1)
Two sections which govern what docs must be sent to CH
29 + 30
MA 12(1)
Ds choose chairman
302 on
Ds call GM
Resigning CS form
TM02
Who chooses chairman + provision
Ds MA 12(1)
485(1)
Must appoint auditors for each financial year
Form to change name
NM01
What must SR indicate on it if proposed by WR
Lapse date, how to signify agreement, and state it is SR
Provision on company must keep CS reg
275
544(1)
Shares transferred in accordance w/ AoA
PSC ceasing form
PSC07
Change accounting ref date form
AA01
Who must receive notice of GM + provision
Every M + D (310), and auditors (502)
Provision on updating PSC reg (not informing CH)
790M
Who gets a casting vote + provision
Chairman MA 13(1)
30(1) says?
res affecting constitution to be sent to RoC within 15 days
MA 13(1)
Chairman gets casting vote
What if board vote unanimously + provision
Can vote by e.g. WR per MA 8
Provision on appointing auditors (must appoint for each financial year)
485(1)
MA 26(1)
Shares can be transferred in usual form, or form approved by Ds
770(1) on?
O to register transferred shares arises when proper instrument of transfer delivered
Manner of notice for GM + provision
By hard copy, electronic or website, 308
391(4)
Presumed accounting ref date is last day of month of anniversary of incorporation
248 on what
Record BM minutes
Content of GM notice + provision
311 requires date, time, location, general nature. Should inform M of rights under 324.
Provision on shareholders can vote through proxies
324
MA 39(1)
Chairman chairs GM if willing
Two stage test for short notice of GM
(i) Majority of Ms w/ (ii) NV of at least 90% of total shares w/ voting rights agree
How do Ms agree to WR + provision
By authenticated doc identifying res + agreement, 296
MA 11(2)
Quorum for BM is at least 2
Default manner of voting at GM + provision
By SoH unless poll demanded (MA 42)
Who calls BM (+ provision)
Any D (MA 9(1))
17(1) MA
Ds appointed by OR or Ds
Provision on silence on type of res = OR
281(3)
112 says what generally
When Ms become Ms
Period to inform CH of change to CS reg
14 days
How do Ds resign + provision
By notice under MA 18(f), accepted by BR
Under which provision of CA do Ds approve transfer of shares (2 provisions)
771 + MA 26
CA provision on when Ms become Ms
112
Provision on Ms can vote through corporate reps
323
Provision on short notice for GM
307(5)
MA 42 says what
Voting at GM by SoH by default unless poll demanded
CA provision requiring reg office
86
Provision on majority for SRs
283(1)
Resigning D form
TM01
MA 7(1)
BMs voting by majority
AP03
CS appointed
When is a Board meeting only adjourned
If GM can take place immediately
MA on transferring shares
MA 26(1)
Why it is important to update M reg immediately in BM
To ensure notices for e.g. GMs go out to those individuals
Notice for BM (+ case)
Browne v La Trinidad, reasonable notice is whatever is usual
281(3) says
Silence on type of res = OR
Method for shareholder resolutions, if Priv (e.g. meeting or…?) + provision
WR + GM, 281(1)
How are Ds appointed + provision
OR or by Ds (17(1))
When does change of name take effect from + provision
New certificate (81(1))
What is included in agenda of BM after GM
Reporting back on GM decision
Time to file appointed/resigned CS/D w/ CH
14 days
Section requiring C to update RoC of changes to PSC
790VA
NM01
Form to change name
Quorum for BM (+ provision)
MA 11(2), at least (and presumed to be) 2 Ds (can be fixed upwards)
What happens on procedure plan if someone is not able to participate in voting
They are marked as only in attendance for that part of the meeting
81(1)
Change of name takes effect from new certificate
When do people other than subs become Ms + provision
Once registered (112(2))
276(1)
Change of CS provision under CA (time to inform CH)
How long to issue certificates for transferred shares
2 months
AA01
Changing accounting ref date
Provision on majority for ORs
282(1)
Provision on company must keep D reg
162
PSC07
PSC ceasing
Notice for GM of Priv + provision
14 clear days, 307(1)
Change of CS provision under CA (time to inform CH)
276(1)
What if, once transfer lodged, C refuses to register? + provision
Must give reasons, 771(2)
What happens if C has only single M, for books
Enter on M reg
MA 4
Shareholders have reserve powers
What kind of res must always be sent to RoC per 29(1)(a)
SR
When does O arise to register shares that have been transferred + provision
When proper instrument of transfer delivered, 770(1)
How must shares be transferred + provision
In accordance w/ AoA, 544(1)
360(1) says what
Clear days excludes dat of notice + day of notice
