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BLP > 2.3 Companies: Company Procedure > Flashcards

2.3 Companies: Company Procedure Flashcards

1
Q

From when are subscribers deemed Ms + provision

A

From MoA (112(1))

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2
Q

Which company can only pass shareholder resolutions at GM + provision

A

Pub, 281(2)

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3
Q

Provision on approving form of GM notice

A

in accordance w/ 311

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4
Q

790M provision on what

A

Updating PSC reg

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5
Q

How do Bs instruct CS

A

By delegation under ma 5

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6
Q

AP01

A

Appointing D

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7
Q

Browne v La Trinidad

A

Reasonable notice is whatever is usual

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8
Q

Who calls GM + provision

A

Ds, 302

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9
Q

MA 9(1)

A

Any D calls BM

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10
Q

Who chairs GM + provision

A

Chairman if willing, MA 39(1)

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11
Q

Powers of D + provision

A

D exercises all powers of C (MA 3), subject to shareholder reserve (MA 4)

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12
Q

What if no chairman/unwilling to chair GM + provision

A

Ds must appoint, or Ms if no Ds present (MA 39(2))

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13
Q

Appoint D form

A

AP01

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14
Q

What is the presumed accounting ref date + provision

A

Last day of month of anniversary of incorporation, 391(4)

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15
Q

How is accounting ref date changed

A

By giving notice

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16
Q

Period for sending res affecting constitution to RoC

A

15 days

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17
Q

What must all companies do w/ regard to their name - publicity requirement

A

Disclose name

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18
Q

TM01

A

Resigning D

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19
Q

Notice for AGM of Pub + provision

A

21 days, 307(2)(a)

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20
Q

What is the default rule on delivery of a notice under 1147

A

Post/email = deemed served 48 hours later

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21
Q

167(1)

A

Change of D provision under CA (time to inform CH)

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22
Q

Change of D provision under CA (time to inform CH)

A

167(1)

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23
Q

283(1) applies to what kind of res

A

SR

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24
Q

Can threshold to approve short notice under 307(5) be reduced?

A

No - can only be increased up to 95% in AoA

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25
Q

Provision on 2 months to issue share certificates for transferred shares

A

776

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26
Q

Why must CS be instructed to immediately enter Ms in register if shares transferred

A

Bc any notice of GM also goes to these new Ms

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27
Q

What happens if reg office changes + general provision

A

Must notify registrar (s.87)

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28
Q

87(2) CH notifications

A

Inform CH of change to reg office

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29
Q

Quorum for GM + provision

A

2 qualifying persons, 318(2)

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30
Q

What must be filed w/ CH if AoA changed

A

Res and amended articles

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31
Q

Res required to change name + provision

A

SR, 77(1)(a), unless AoA provides otherwise

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32
Q

What BRs are needed whenever CS must be instructed or GM called

A

BR to instruct CS, to call GM, and to approve form of GM notice

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33
Q

Who decides if res passed by SoH at GM + provision

A

Chairman (320(1))

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34
Q

New PSC form

A

PSC01

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35
Q

Where is default rule for delivery of a notice

A

1147

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36
Q

355 provision on what

A

Record GM minutes

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37
Q

Voting for BMs + provisin

A

Majority MA 7(1)

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38
Q

What happens to old certificates when shares transferred

A

Old certificates cancelled

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39
Q

What should Ms be informed of in GM notice

A

Rights under 324

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40
Q

Appointing CS form

A

AP03

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41
Q

Provision on record Board Minutes

A

248

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42
Q

Provision on who CS must send notice of GM to

A

310 + 502(2)(b)

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43
Q

Provision on record GM minutes

A

355

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44
Q

s.86

A

Requires reg office doc company

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45
Q

AD01

A

Change reg office

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46
Q

Provision in CA on clear days

A

360(1)

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47
Q

Provision requiring res affecting constitution to be sent to RoC within 15 days

A

30(1)

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48
Q

Who is responsible to update statutory books

A

Ds

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49
Q

PSC01

A

New PSC

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50
Q

Section requiring CH to be informed of change to reg office

A

87(2)

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51
Q

TM02

A

CS resigns

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52
Q

771 on what

A

Once transfer of shares lodged w/ company, company must either register or give notice of refusal

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53
Q

Provision on manner CS must call GM

A

308

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54
Q

MA 3

A

Ds exercise all powers of C

55
Q

282(1) applies to what kinds of res

A

OR

56
Q

Provision requiring notice to RoC for change of name

A

78(1)

57
Q

Two sections which govern what docs must be sent to CH

A

29 + 30

58
Q

MA 12(1)

A

Ds choose chairman

59
Q

302 on

A

Ds call GM

60
Q

Resigning CS form

A

TM02

61
Q

Who chooses chairman + provision

A

Ds MA 12(1)

62
Q

485(1)

A

Must appoint auditors for each financial year

63
Q

Form to change name

A

NM01

64
Q

What must SR indicate on it if proposed by WR

A

Lapse date, how to signify agreement, and state it is SR

65
Q

Provision on company must keep CS reg

A

275

66
Q

544(1)

A

Shares transferred in accordance w/ AoA

67
Q

PSC ceasing form

A

PSC07

68
Q

Change accounting ref date form

A

AA01

69
Q

Who must receive notice of GM + provision

A

Every M + D (310), and auditors (502)

70
Q

Provision on updating PSC reg (not informing CH)

A

790M

71
Q

Who gets a casting vote + provision

A

Chairman MA 13(1)

72
Q

30(1) says?

A

res affecting constitution to be sent to RoC within 15 days

73
Q

MA 13(1)

A

Chairman gets casting vote

74
Q

What if board vote unanimously + provision

A

Can vote by e.g. WR per MA 8

75
Q

Provision on appointing auditors (must appoint for each financial year)

A

485(1)

76
Q

MA 26(1)

A

Shares can be transferred in usual form, or form approved by Ds

77
Q

770(1) on?

A

O to register transferred shares arises when proper instrument of transfer delivered

78
Q

Manner of notice for GM + provision

A

By hard copy, electronic or website, 308

79
Q

391(4)

A

Presumed accounting ref date is last day of month of anniversary of incorporation

80
Q

248 on what

A

Record BM minutes

81
Q

Content of GM notice + provision

A

311 requires date, time, location, general nature. Should inform M of rights under 324.

82
Q

Provision on shareholders can vote through proxies

A

324

83
Q

MA 39(1)

A

Chairman chairs GM if willing

84
Q

Two stage test for short notice of GM

A

(i) Majority of Ms w/ (ii) NV of at least 90% of total shares w/ voting rights agree

85
Q

How do Ms agree to WR + provision

A

By authenticated doc identifying res + agreement, 296

86
Q

MA 11(2)

A

Quorum for BM is at least 2

87
Q

Default manner of voting at GM + provision

A

By SoH unless poll demanded (MA 42)

88
Q

Who calls BM (+ provision)

A

Any D (MA 9(1))

89
Q

17(1) MA

A

Ds appointed by OR or Ds

90
Q

Provision on silence on type of res = OR

A

281(3)

91
Q

112 says what generally

A

When Ms become Ms

92
Q

Period to inform CH of change to CS reg

A

14 days

93
Q

How do Ds resign + provision

A

By notice under MA 18(f), accepted by BR

94
Q

Under which provision of CA do Ds approve transfer of shares (2 provisions)

A

771 + MA 26

95
Q

CA provision on when Ms become Ms

A

112

96
Q

Provision on Ms can vote through corporate reps

A

323

97
Q

Provision on short notice for GM

A

307(5)

98
Q

MA 42 says what

A

Voting at GM by SoH by default unless poll demanded

99
Q

CA provision requiring reg office

A

86

100
Q

Provision on majority for SRs

A

283(1)

101
Q

Resigning D form

A

TM01

102
Q

MA 7(1)

A

BMs voting by majority

103
Q

AP03

A

CS appointed

104
Q

When is a Board meeting only adjourned

A

If GM can take place immediately

105
Q

MA on transferring shares

A

MA 26(1)

106
Q

Why it is important to update M reg immediately in BM

A

To ensure notices for e.g. GMs go out to those individuals

107
Q

Notice for BM (+ case)

A

Browne v La Trinidad, reasonable notice is whatever is usual

108
Q

281(3) says

A

Silence on type of res = OR

109
Q

Method for shareholder resolutions, if Priv (e.g. meeting or…?) + provision

A

WR + GM, 281(1)

110
Q

How are Ds appointed + provision

A

OR or by Ds (17(1))

111
Q

When does change of name take effect from + provision

A

New certificate (81(1))

112
Q

What is included in agenda of BM after GM

A

Reporting back on GM decision

113
Q

Time to file appointed/resigned CS/D w/ CH

A

14 days

114
Q

Section requiring C to update RoC of changes to PSC

A

790VA

115
Q

NM01

A

Form to change name

116
Q

Quorum for BM (+ provision)

A

MA 11(2), at least (and presumed to be) 2 Ds (can be fixed upwards)

117
Q

What happens on procedure plan if someone is not able to participate in voting

A

They are marked as only in attendance for that part of the meeting

118
Q

81(1)

A

Change of name takes effect from new certificate

119
Q

When do people other than subs become Ms + provision

A

Once registered (112(2))

120
Q

276(1)

A

Change of CS provision under CA (time to inform CH)

121
Q

How long to issue certificates for transferred shares

A

2 months

122
Q

AA01

A

Changing accounting ref date

123
Q

Provision on majority for ORs

A

282(1)

124
Q

Provision on company must keep D reg

A

162

125
Q

PSC07

A

PSC ceasing

126
Q

Notice for GM of Priv + provision

A

14 clear days, 307(1)

127
Q

Change of CS provision under CA (time to inform CH)

A

276(1)

128
Q

What if, once transfer lodged, C refuses to register? + provision

A

Must give reasons, 771(2)

129
Q

What happens if C has only single M, for books

A

Enter on M reg

130
Q

MA 4

A

Shareholders have reserve powers

131
Q

What kind of res must always be sent to RoC per 29(1)(a)

A

SR

132
Q

When does O arise to register shares that have been transferred + provision

A

When proper instrument of transfer delivered, 770(1)

133
Q

How must shares be transferred + provision

A

In accordance w/ AoA, 544(1)

134
Q

360(1) says what

A

Clear days excludes dat of notice + day of notice

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