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(APD) Business Law and Practice > 3. Company Meetings and Resolutions > Flashcards

3. Company Meetings and Resolutions Flashcards

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1
Q

With ‘Board Meetings’ (BMs):
(1) Who calls them?
(2) What type of resolutions are passed?
(3) What type of decisions are they used for?

A

(1) Directors
(2) Board Resolutions
(3) Day-to-day decisions (of company)

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2
Q

With ‘General Meetings’ (GMs)
(1) Who calls them?
(2) What 2 types of resolutions are passed?
(3) What type of decisions are they used for?

A

(1) Shareholders
(2) Ordinary and Special Resolutions
(3) Key decisions (as per Articles or CA 2006)

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3
Q

Who can call a Board Meeting (BM)?

A

Any director

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4
Q

Under MA, (1) Does a director calling a Board Meeting (BM) need to give notice? (2) If so, how much?

A

(1) Yes
(2) ‘Reasonable notice’ - depends on context e.g. all work same building vs all over world

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5
Q

Under the MAs:
(a) What 3 things must a notice of a Board Meeting contain?
(b) Does it need to be in writing?

A

(a)
(1) Time
(2) Date
(3) Place of meeting

(b) No

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6
Q

(1) To pass a Board Resolution (BR), what proportion of directors must vote in favour?
(2) How many votes does each director have?

A

(1) Majority (>50%)
(2) Single / 1

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7
Q

In passing a Board Resolution at a Board Meeting, assuming the right under MA13 has not been disapplied, who has the casting vote?

A

Chairperson

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8
Q

What number of directors is ‘quorum’ at a Board Meeting under MA?

A

2 directors

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9
Q

What is the most common example of a director’s conflict of interest?

A

Buying / Selling property from / to the company

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10
Q

What are the 2 General Rules if a director has a conflict of interest?

A

(1) S177 CA - Director MUST declare if they have a personal interest in a proposed transaction / arrangement

(2) MA 14 - Director CANNOT (a) vote AND (b) Count to Quorum at a Board Meeting

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11
Q

(1) Under s177 CA, If a director has a personal interest in a proposed transaction or arrangement of the company, what must they GENERALLY do?

A

(1) Declare their personal interest in the proposed transaction / arrangement (subject to exemptions)

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12
Q

What are the 3 exceptions to a director having to declare their interest in a proposed transaction?

A

(1) Cannot reasonably be regarded as likely to give rise to a conflict of interest
(2) Other directors aware of it
(3) Employment / service contract

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13
Q

Can the obligation for a director to declare their personal interest in a proposed transaction / arrangement under s177 CA be disapplied in the company’s Articles?

A

NO

(unlike MA14 - prohibition on counting in the quorum and voting)

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14
Q

Under the MA, what is the GENERAL RULE under MA 14, with regard to what a director with a conflict of interest can do at a Board Meeting (BM)?

A

Director CANNOT:
(1) Vote
(2) Count to Quorum

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15
Q

Can the the rule that a director with a conflict of interest cannot (a) vote or (b) count to quorum at a BM under MA 14 be disapplied in the company’s Articles?

A

Yes

(unlike s177 CA - obligation to declare their personal interest in the proposed transaction / arrangement)

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16
Q

(1) How long must minutes of the board meeting need to be kept for?
(2) What formality should be complied with for the minutes?

A

(1) MIN 10 years
(2) Signed by chair (of BM)

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17
Q

Alternative to calling a Board Meeting (BM)
(1) What can the Directors use?
(2) What proportion of Directors must agree to pass a board resolution (BR) this way?

A

(1) Written procedure
(2) Unanimous / 100%

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18
Q

What are the two types of General Meetings (GMs)?

A

(1) AGM
(2) GM

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19
Q

What type of meeting is a General Meeting (GM)?

A

Any shareholder meeting that is NOT an AGM

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20
Q

Who has the right to vote at General Meetings (GMs)?

A

Shareholders

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21
Q

(1) What is Quorum for a General Meeting (GM)?
(2) What is the 1 exception to this?

A

(1) 2 members
(2) Exception - 1 member company

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22
Q

Which of the following companies require an AGM?
(1) Public
(2) Private (MA) - incorporated under CA 2006
(3) Private (MA) - incorporated under CA 1985

A

(1) Yes
(2) No (unless Articles specify)
(3) Yes (unless Articles specify)

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23
Q

When must a public company hold an AGM?

A

In EACH 6 MONTH period beginning with the day AFTER its accounting reference date

24
Q

What two groups of people can call a General Meeting (GM)?

A

(1) Directors
(2) Shareholders who hold 5% or more voting rights

25
Q

How can Directors call a GM?

A

Pass a Board Resolution (BR) at a Board Meeting (BM)

26
Q

In a private company, what is the minimum notice period required to hold a GM:
(1) IF notice sent by POST or EMAIL?
(2) IF notice NOT sent by post or email?

A

(1) 14 CLEAR days (+ 48 hours)
(2) 14 CLEAR days

Clear - DO NOT include:
(1) Day notice given
(2) Day of the GM

27
Q

In a public company, what is the minimum notice period to hold a GM?

A

21 CLEAR days

28
Q

28 CLEAR days notice must be given to call a GM if there is voting on what 3 types of resolution?

A

(1) Remove a director from officer under s168
(2) Appoint an auditor
(3) Remove an auditor before expiration of their term

29
Q

If at the GM, voting is on an SPECIAL resolution to:
(a) Remove a director from officer under s168
(b) Appoint an auditor
(c) Remove an auditor before expiration of their term
How much notice must be given before holding the GM?

A

28 CLEAR days (‘special notice’)

30
Q

Directors must give 14 CLEAR days notice before holding a GM. What 2 days are NOT counted to ensure it is ‘clear’?

A

(1) Day notice given
(2) Day of the GM

E.g. Notice given on 1st March. Earliest date GM can he held 16th March.

TIP - week + day after notice - e.g. notice on Monday - GM on following Tuesday

31
Q

Under what 2 circumstances must - 14 CLEAR days + 48 hours - notice be given to hold a GM?

A

Notice was sent by:
(1) Email
(2) Post
NOT physically handed over

32
Q

If a company does NOT want to wait 14 clear days till hold a GM, what can be used?

A

Shorter notice period

33
Q

Shareholders can call a GM with a ‘shorter notice period’. What 2 conditions must they meet to do this?

A

(1) 90% of voting rights AND
(2) Majority by number

34
Q

For a shareholder to force the directors call a GM:
(1) What must they give the directors?
(2) What % of voting rights must they have?

A

(1) Written notice
(2) 5% of voting rights

35
Q

If shareholders with 5% of the voting rights force a director to call a GM:
(1) How long do the directors have to call the GM?
(2) After calling the GM, when must the GM be held?

A

(1) Call GM within 28 days of notice
(2) Within 21 days of calling the GM

36
Q

If after the shareholders direct the Directors to hold a GM, the Directors fail to hold this within the correct time frames, what are the shareholders able to do?

A

Shareholders can call the meeting the meeting themselves (+ recover costs from company)

37
Q

In a private company, what is the alternative method to a GM for shareholders to pass resolutions?

A

Written procedure

38
Q

Can the written procedure as an alternative to a GM to pass resolutions be used:
(a) Public company
(b) Private company

A

(a) No
(b) Yes

39
Q

If the written procedure is used in place of a GM to pass a resolution, what are the rules on the number of votes each shareholder has?

A

Each shareholder has 1 vote per share

40
Q

What are the 2 ways voting can take place in a GM?

A

(1) Show of hands
(2) Poll Vote

41
Q

What are the 4 ways a ‘Poll Vote’ will be used instead of a ‘Show of Hands’ to vote at a GM?

A

(1) Articles specify
Poll vote demanded by:
(2) Chairperson
(3) MIN 2 voting members
(4) Any member(s) holding MIN 10% of voting rights

42
Q

If the voting at a GM is done by:
(a) Show of hands
(b) Poll vote
There will be - ‘1 vote per….’

A

(a) Show of hands - 1 vote per member
(b) Poll vote - 1 vote per share

43
Q

What are the 3 key circumstances when a Special Resolution (SR) MUST be used?

A

(1) Amend Articles
(2) Change company registered name
(3) Disapply statutory pre-emption rights

44
Q

If a provision of CA 2006 requires a resolution and does not specify kind of
resolution, what resolution be used?

A

Ordinary Resolution

45
Q

If votes are tied re a SR or an OR in a GM, who can cast the ‘casting vote’?

A

Chairperson

46
Q

What are the 3 key circumstances when a Board Resolution (BR) will be used?

A

(1) Appoint a new director
(2) Change registered office
(4) Appoint a Chairperson

47
Q

After a GM, how long should the company keep a record of the minutes for?

A

Min 10 years

48
Q

Do the following need to be filed at Companies House following a GM:
(1) Special Resolutions (SRs)
(2) Ordinary Resolutions (ORs)

A

(1) Yes - ALWAYS
(2) Generally NO (exceptions)

49
Q

(1) GENERALLY, do Ordinary Resolutions (ORs) need to be filed at Companies House?
(2) What is the main example of an OR that does need to be filed?

A

(1) NO
(2) OR to authorise issue of shares

50
Q

When should a Special Resolution (SR) passed at a GM be filed at Companies House?

A

Within 15 days of being passed

51
Q

At the end of each financial year, what 2 accounts related items must be filed at Companies House?

A

(1) Accounts
(2) Financial Report

52
Q

(1) How often must a company file (a) Accounts (b) Financial Report and where must it file these?
(2) What is the 1 exception to this?
(2) If a company does not, what type of offence is it?

A

(1) Each financial year, Companies House
(2) ‘Small’ companies
(3) Criminal offence

53
Q

Companies defined as ‘Small’ are exempt from the requirement to file (a) Accounts (b) Financial report each financial year. What are the 3 ways a company can be ‘Small’?

A

Meet 2 OF 3
(1) 50 or < employees
(2) Turnover of £10.2 million or less
(3) Balance sheet of £5.1 million or less

54
Q

A company must file a ‘Confirmation Statement’ (annual return) at CH anually. What is the purpose of this?

A

Ensures CH has the most up-to-date information about the company

55
Q

A company must file a ‘Confirmation Statement’ (annual return).

(a) How often and when must it file this?
(b) What is the name of the form it is contained within?

A

(a) Each year - within 14 days of anniversary of the company’s incorporation
(b) CS01

(APD) Business Law and Practice (11 decks)

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