8. Membership Flashcards
What are 2 way by which a person can become a member under s.112 of the CA2006
s. 112 -
1. Subscribers to the memorandum are deemed to have agreed to become members (their names are entered into register of members)
2. every person who agrees to become a member and whose name is entered into ROM is a member.
Who can be refused to be entered into ROM?
Directors should decide in the following cases and may refuse entry to:
- Unincorporated organisations (partnerships) have no legal personality. Names of partners should be registered instead.
- Companies can be members of other companies, but the company cannot be a member of itself.
Info to be included into ROM
- Name and address
- Date when become a member
- Date when ceased to be a member
- If there is a share capital, then the register must contain statement of shares of each member, (number of shares, class of shares, amount paid)
- Class of member (if there is more than one)
How to rectify an error in ROM?
Apply to court for rectification order
Who can inspect the ROM, and what procedures to follow?
Any member - free of charge
Anyone else - fee payable
Process: a person must send a request to the company stating the reason they want to inspect the register (must also provide their name and address)
Companies either comply or apply to court if they think the reason is improper.
What is a nominee?
The shareholder may register shares in the name of someone else (nominee)
What information is in thee register of interests disclosed?
The register of interests disclosed contains info disclosed to the company under s 793
What is a person of significant control?
A person who:
- holds 25% of shares or total voting rights (directly or indirectly)
- has the right to appoint or remove directors
- exercises significant influence or control over company
- trustees of the trust or members of a firm which meet any conditions above
