3. Company Meetings and Resolutions Flashcards by Arran Parry-Davies

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

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

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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?

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

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Who can call a Board Meeting (BM)?

Any director

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

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

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

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

(b) No

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

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

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

Chairperson

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

2 directors

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

Buying / Selling property from / to the company

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

(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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(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?

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

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

(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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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?

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

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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)?

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

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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?

Yes

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

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

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

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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?

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

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

(1) AGM
(2) GM

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

Any shareholder meeting that is NOT an AGM

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

Shareholders

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

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

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

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

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When must a public company hold an AGM?

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

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

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

How can Directors call a GM?

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

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?

(1) 14 CLEAR days (+ 48 hours) (2) 14 CLEAR days Clear - DO NOT include: (1) Day notice given (2) Day of the GM

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

21 CLEAR days

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

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

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?

28 CLEAR days ('special notice')

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

(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

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

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

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

Shorter notice period

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

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

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?

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

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?

(1) Call (i.e., give notice of) the GM within 21 days of receiving SHAREHOLDER WRITTEN NOTCE (2) Within 28 days of calling the GM

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?

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

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

Written procedure

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

(a) No (b) Yes

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?

Each shareholder has 1 vote per share

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

(1) Show of hands (2) Poll Vote

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

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

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

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

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

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

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

Ordinary Resolution

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

Chairperson

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

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

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

Min 10 years

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

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

(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?

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

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

Within 15 days of being passed

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

(1) Accounts (2) Financial Report

(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?

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

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'?

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

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

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

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