8 - companies: ownership and management Flashcards
how many directors must public and private companies have
public - 2
private - 1
how old must a director be
16
what are de facto directors
anyone who acts as one but isn’t validly appointed
what is a shadow director
someone who gives directions that directors follow
what is an alternate director
if a director cannot attend/vote at board meetings then this person goes in their place
how soon does a change in director have to be given
14 days
how can a director be removed
by passing an ordinary resolution
what is wrongful trading vs fraudulent trading
wrongful trading - where the directors should have known that the company was going into liquidation and stopped trading
fraudulent trading - where the business is carried out with the intent to defraud
what is the punishment for a director for fraudulent trading
fine and/or imprisonment for up to 10 years
when is a disqualifcation as acting for a director for 15 years brought about
when there is a serious offence
when there is fraudulent trading
when there is wrongful trading
when is there a disqualification order for up to 5 years
where any person has been in default in relation to company legislation
when is there disqualifcation for between 2-15 years
when conduct as a director caused a company to go insolvent
what happens if someone has a bankruptcy order
disqualifies them as being a director or concerned in management of a company
when do service contracts require approval of shareholders
if the service contract provides for a directors employment to be guaranteed 2 years or more
what are the limits for substantial property transactions for directors
the aggregate value exceeds 10% of the companys asset value and is more than 5,000
exceeds 100,000
what is the % of class rights where the minorities have specific statutory rights
holders of 15% or more of a class of shares can apply to the court for cancellation
what is the % of members with voting rights that can request a company meeting
5 or more
who can prevent the registration of a limited company as unlimited
any individual member
who can petition the court for winding up on the case of poor management
any member, providing it is just and equitable
which four people can call a general meeting
- the directors
- 5% of members
- the court
- an auditor who gives notice of their resignation
what must net assets fall to for a general meeting to be called
is this public or private?
public companies - when net assets fall to half or less of called up share capital
within X days of needing to call a meeting, the directors can call one with a Y notice period
what is X and Y
x - 21
y - 28
what happens if directors fail to call a meeting when they should have done
members who requested a meeting can call one to take place within 3 months of initial request
what is the minimum notice for calling a general meeting
14 days
