Board And General Meeting And Written Resoluitions

Question 1

Who makes decisions on behalf of a company?

Answer 1

Decisions are made by the company’s directors (managers) or shareholders (owners).

Question 2

Can an individual be both a shareholder and a director?

Answer 2

Yes, an individual can be both a shareholder and a director, operating in two different capacities.

Question 3

How does a director participate in decision making?

Answer 3

A director participates by attending board meetings or voting on a director’s written resolution.

Question 4

How does a shareholder participate in decision making?

Answer 4

A shareholder participates by attending general meetings or voting in a shareholder’s written resolution.

Question 5

Who has the majority of decision-making authority in a company?

Answer 5

The company’s directors have the majority of decision-making authority and are responsible for the day-to-day management of the company’s affairs.

Question 6

What does Model Article 3 grant to directors of a limited company?

Answer 6

Model Article 3 grants directors general authority to manage the company’s business and exercise all the powers of the company.

Question 7

How can directors make decisions?

Answer 7

Directors can make decisions by either holding a vote at a board meeting or passing a directors’ written resolution.

Question 8

What must directors comply with when passing decisions?

Answer 8

Directors must comply with certain procedural rules set out by the Model Articles and the Companies Act 2006.

Question 9

What are Model Articles?

Answer 9

Model Articles are a constitutional document known as the ‘articles of association’ that regulate the internal affairs of the company.

Question 10

What articles apply to companies incorporated on or after 1 October 2009?

Answer 10

A standardised default set of articles, known as the ‘Model Articles’, will apply.

Question 11

What articles apply to companies formed before 1 October 2009?

Answer 11

A different set of default articles, known as ‘Table A Articles’, will apply.

Question 12

Do shareholders typically involve themselves in company decision-making?

Answer 12

No, the company’s shareholders (its owners) do not typically involve themselves in the decision-making.

Question 13

What decisions can only be taken by the company’s shareholders?

Answer 13

Decisions that can only be taken by the company’s shareholders include:
- Changing the company name (s77, CA 2006).
- Changing the company’s articles of association (s21, CA 2006).
- Removing a director (s168, CA 2006).
- Ratifying a director’s breach of duty (s239, CA 2006).
- Disapplying pre-emption rights (s569 and s570, CA 2006).

Question 14

Which decisions require shareholder approval?

Answer 14

1. Approving a director’s service contract for a fixed term of more
   than two years (s188, CA 2006).

2.Approving the company entering into a substantial property
transaction (s190, CA 2006).

3. Approving the company lending money to a director (s197(1), CA
   2006).

4.Approving making a compensation payment to a director for loss
of office (s217, CA 2006).

5.Approving the payment of a dividend (MA 30).

6.Authorising the issuing of new shares in the company if the
directors do not have the requisite authority (s551, CA 2006).

7.Authorising a buy-back of shares by the company (s694 and s716,
CA 2006).

8.Authorising the company to reclassify some of its share capital as
distributable profits (s641, CA 2006).

Question 15

How do shareholders vote on matters requiring their approval?

Answer 15

Shareholders vote either by:
- A vote by show of hands: where each member present has one vote.
- A poll vote: where each member has one vote per share they hold.

This reflects shareholders’ views in proportion to their respective interests.

Question 16

What is a General Meeting?

Answer 16

A General Meeting is a meeting of the company’s shareholders.

It is where shareholders can vote on matters requiring their approval.

Question 17

What is an alternative to calling a General Meeting for voting?

Answer 17

A company can hand out, post, or email a written resolution to its shareholders.

Question 18

What can shareholders do with a written resolution to indicate if they are in favour?

Answer 18

Shareholders can sign and return the written resolution if they wish to vote in favor of the proposed resolution.

Question 19

Where can further mechanisms regarding General Meetings and Shareholder’s Written Resolutions be found?

Answer 19

These mechanisms are considered further in notes on General Meetings and Shareholder’s Written Resolutions.

Question 20

Decisions that can be taken by the shareholders (or directors)

Answer 20

Appointing a new director (MA17).

Question 21

How can a director call a board meeting?

Answer 21

A director may call a board meeting by giving notice of the meeting to the directors.

(MAg (1))

Question 22

Who can give notice of a board meeting?

Answer 22

The directors may authorize the company secretary to give notice rather than giving it themselves.

(MAg(1))

Question 23

What is the requirement for notice of a board meeting?

Answer 23

Notice must be reasonable.

Question 24

What are directors entitled to regarding notice?

Answer 24

Directors are entitled to receive reasonable notice of the board meeting.

(Re Homer District Consolidated Mines, Ex parte Smith (1888) 39 Ch D 546)

Question 25

What determines what is considered reasonable notice?

Answer 25

What amounts to reasonable notice depends on the circumstances.

Question 26

How much notice might suffice for small companies?

Answer 26

For small companies, just a few minutes might suffice if all directors are in one place where the board meeting is to be held.

Question 27

What is the key question regarding notice?

Answer 27

The key question is: have the directors had a reasonable opportunity to attend?

Question 28

Can a company’s articles specify a minimum notice period?

Answer 28

Yes, the company’s articles may be amended to specify a minimum notice period, which must be adhered to.

Question 29

What must the notice include according to Model Article 9(2)?

Answer 29

The notice must include the proposed date and time of the meeting, the location, and how the directors will communicate if they are not in the same place.

Question 30

Does the notice need to be in writing?

Answer 30

No, the notice need not be in writing.

Oral notice is acceptable (Browne v La Trinidad (1887) 37 ChD 1 (CA)).

Question 31

What factors should be considered when giving notice for a meeting?

Answer 31

Consider who is calling the meeting, who must receive the notice, what is reasonable in the circumstances, and if specific factors indicate a need for longer or shorter notice.

Question 32

What is a quorum?

Answer 32

A quorum is the minimum number of directors required by the company’s articles to be present at the board meeting for valid decisions to be made.

Question 33

What is required for proposals to be voted upon at a board meeting?

Answer 33

A quorum must be present at a board meeting for proposals to be voted upon.

“Unless a quorum is participating, no proposal is to be voted on” (MA 11(1)).

Question 34

What is the minimum number of directors required for a quorum?

Answer 34

The quorum must never be less than two unless the total number of company directors is one, in which case one director will suffice.

MA 11(2)

Question 35

Can a single director make decisions without regard to the articles?

Answer 35

Yes, a single director can take decisions without regard to any of the provisions of the articles relating to directors’ decision-making.

Model Article 7(2)

Question 36

Who constitutes a quorum?

Answer 36

A quorum is made up of directors only; it does not matter who else might be in attendance at the meeting.

Question 37

What should be considered regarding directors’ attendance at a board meeting?

Answer 37

Consider if there is a sufficient number of directors to constitute a quorum and if any director might be unable to attend the board meeting.

Question 38

What happens if a director is personally interested in a transaction?

Answer 38

If a director is personally interested in a transaction, they cannot participate in the quorum for that vote.

MA 14(1): if the board is voting on a transaction in which a director is interested, that director is not counted as participating in the decision-making process.

Question 39

What happens if a director is personally interested in a transaction?

Answer 39

The director will be unable to participate in the quorum if the vote concerns a transaction in which the director is interested.

Model Article 14(1) states that the director is not counted as participating in the decision-making process.

Question 40

Can a director with a personal interest participate in calling a General Meeting?

Answer 40

Yes, if the decision only requires approval by the shareholders, the interested director may count in the quorum to vote to call the General Meeting.

Example: Approving a Substantial Property Transaction.

Question 41

What is an exception to a director being unable to participate in a quorum?

Answer 41

If the directors have previously agreed to modify the company’s constitution to disapply Model Article 14, the director may count as participating.

Question 42

What happens if Model Article 14 is disapplied?

Answer 42

The director will be able to count as part of the quorum even if they have a personal interest in the matter.

Question 43

When will a director not be prevented from participating in the quorum?

Answer 43

A director will not be prevented if their interest cannot reasonably be regarded as likely to give rise to a conflict of interest.

Question 44

What are the exceptions to the rule that an interested director will not be allowed to count in a quorum as set out in Model Article 14?

Answer 44

director will not be prevented from participating in
the quorum if:
 MA 14(3): their interest “cannot reasonably be
regarded as likely to give rise to a conflict of
interest”.
 MA14(4)(a): the vote concerns a guarantee given
to or by the Director for an obligation of the
company.
 MA 14(4)(b): the vote concerns a contract with
the director to buy shares in the company

Question 45

How can directors temporarily disapply MA 14(1)?

Answer 45

Directors can temporarily disapply MA 14(1) by ordinary resolution, allowing the director to count in the quorum.

Question 46

What should be considered regarding directors and voting?

Answer 46

Consider if any directors are prevented from voting due to conflicts of interest and whether MA14 applies.

Question 47

What must a director do if they are interested in a proposed transaction?

Answer 47

They must declare the nature and extent of their interest at the board meeting or by written notice before the company enters into the contract.

Question 48

Is the obligation to declare interest disapplied if MA14 is disapplied?

Answer 48

No, the obligation to declare under s177 cannot be disapplied by the company.

Question 49

What must be ensured regarding the quorum for passing a resolution?

Answer 49

There must be enough directors who can participate in the quorum to pass the resolution.

Question 50

What is required for a board resolution to pass according to MA 7?

Answer 50

A majority in number of the directors must vote in favour of a resolution.

Question 51

What happens if the vote is tied?

Answer 51

If there is a deadlock, the negative prevails.

For example, if 4 directors are voting on a resolution to change the company’s registered office, 2 vote in favour, and 2 against, the decision will be that the company will not change its registered office.

Question 52

What role does the chairperson have in the event of a deadlock?

Answer 52

The chairperson of the meeting has a casting vote (MA 13).

Question 53

When can the chairperson not use their casting vote?

Answer 53

The chairperson cannot use their casting vote if they are unable to participate in the quorum (MA 13(2)).

Question 54

Does the chairperson need to use their casting vote to make a negative prevail?

Answer 54

No, they do not need to use their casting vote to make a negative prevail, as the negative prevails in any event in the event of a deadlock.

Question 55

What is the practical limitation of the chairperson’s casting vote?

Answer 55

The chairperson’s casting vote is practically limited to causing a resolution to pass.

Question 56

What is a practical point regarding decision-making?

Answer 56

If possible, it is best to take decisions by a majority rather than by casting vote, as this is more authoritative.

Question 57

How is a decision typically taken by shareholders?

Answer 57

This is normally done by way of a vote at a general meeting (GM), but can also be undertaken by written resolution.

See notes on Shareholder’s Written Resolutions.

Question 58

What is the process for decisions requiring shareholder approval where those decisions are voted on in a GM?

Answer 58

The directors will propose the decision and resolve to call the GM. If the resolution passes at the GM, the directors will reconvene the board meeting and note in the minutes that the resolutions proposed at the GM duly passed.

They will also deal with administration.

Question 59

What is the process when directors propose a decision subject to shareholder approval?

Answer 59

They will call a board meeting and the directors will vote on the resolution ‘subject to the approval of the shareholders’.

For example, the directors may vote to propose to grant a director a service contract for a fixed term of 3 years ‘subject to the approval of the shareholders’.

Question 60

What happens after the directors vote to propose a resolution requiring shareholder appproval?

Answer 60

The board will resolve to call a General Meeting, at which the shareholders will vote to approve the resolution.

See notes on General Meeting Procedure.

Question 61

What occurs if the vote at the GM passes?

Answer 61

There will be a reconvened board meeting, at which the directors will proceed with the next steps, note in the minutes that the resolutions were approved by the shareholders; and. Deal with administration

Question 62

What does decision-specific administration involve?

Answer 62

Decision-specific administration may include filing forms and/or documents with Companies House and updating Company Registers.

Question 63

What registers must companies maintain?

Answer 63

Companies must maintain various registers, including: a register of members, a register of directors, a register of directors’ residential addresses, a register of secretaries, and a register of persons with significant control (PSC register).

Question 64

When must the registers be updated?

Answer 64

Registers must be updated whenever details set out in the relevant register change, such as when a new director is appointed.

Question 65

What changes will the Economic Crime and Corporate Transparency Act 2023 bring?

Answer 65

The Act will remove the requirement for companies to keep registers except for the register of members, placing the obligation to notify Companies House of relevant information changes on the company.

Question 66

What are the consequences of failing to notify Companies House?

Answer 66

Failure to notify Companies House will result in an offence being committed, for which the directors can be fined.

Question 67

What is required of directors regarding written records of decisions?

Answer 67

Directors must keep a record, in writing, for at least 10 years from the date of the decision, of every unanimous or majority decision taken by the directors.

MA15

Question 68

What does CA 2006 require regarding board meeting minutes?

Answer 68

CA 2006 requires minutes to be recorded for every board meeting, which must be kept at the company’s registered office (or Single Alternative Inspection Location (SAIL)) for 10 years.

5248

Question 69

What is the consequence of failing to keep required records?

Answer 69

A failure to keep required records is a criminal offence committed by every officer of the company in default.

5248(3)

Question 70

How can directors make decisions without a physical meeting?

Answer 70

Directors can take decisions by way of a written resolution, allowing the company to make decisions without holding a physical meeting.

Question 71

What is the first step in the written resolution process?

Answer 71

The resolution is proposed by a director.

Question 72

What happens after the proposal is made in a written resolution?

Answer 72

The proposal is circulated to each eligible director for approval.

Question 73

Who is considered an eligible director for voting?

Answer 73

A director is eligible if they would have been entitled to vote on the matter at a board meeting, meaning directors with a personal interest cannot participate.

Question 74

What is required for a written resolution to pass?

Answer 74

The resolution will only pass if all eligible directors agree to the proposed resolution, requiring unanimity.

Under Model Article 8(1)

Question 75

What is necessary for a directors vote to pass a written resolution in terms of quorum?

Answer 75

A vote can only pass if a sufficient number of eligible directors to form a quorum, had a board meeting been held, are able to vote on the resolution.

MA 8(4)

Question 76

What must directors do after a resolution has passed?

Answer 76

Once the resolution has passed, directors must deal with any administration requirements as if the decision had been taken by board meeting.

Question 77

What must directors do once a written resolution has passed?

Answer 77

Directors must deal with any administration requirements as if the decision had been taken by board meeting.

Question 78

What are the administration requirements after a resolution passes?

Answer 78

This includes dealing with decision-specific admin and keeping a written record of the decision for 10 years as required by MA 15.

Question 79

Do directors need to keep minutes for written resolutions?

Answer 79

No, directors do not need to keep minutes under s248 CA 2006, as this applies only to board meetings.

Question 80

Is there a requirement to keep copies of written resolutions under CA 2006?

Answer 80

No, there is no requirement under CA 2006, but the company’s articles may require this.

Question 81

What is considered good practice regarding written resolutions?

Answer 81

It can be good practice to keep copies of written resolutions.

Question 82

What is a general meeting?

Answer 82

A general meeting (GM) is a meeting of the company’s shareholders, where the shareholders vote on matters which require their approval under the Companies Act 2006 / the Model Articles.

Question 83

What is required to call a general meeting?

Answer 83

A GM must be ‘called’; that is, the shareholders must be invited to attend the general meeting to exercise their voting rights.

Question 84

Who can call a general meeting?

Answer 84

A GM can be called by:
- The directors;
- By board resolution;
- Shareholders who collectively own more than 5% of the company’s share capital;
- The court;
- The company’s auditors.

Question 85

What acronym is useful for structuring responses to questions about a General Meeting?

Answer 85

The acronym NQVA is useful:
- Notice
- Quorum
- Voting
- Administration.

Question 86

To whom must notice of the general meeting be given?

Answer 86

Notice must be given to:
- All shareholders;
- Every director.

Question 87

Who must receive notice of the general meeting according to CA 2006?

Answer 87

Notice must be given to all shareholders, every director, the personal representative of any deceased shareholder, and the trustee in bankruptcy of a bankrupt member.

The company’s auditors are also entitled to receive notice.

Question 88

What does CA 2006 state about the company’s articles regarding notice?

Answer 88

The company’s articles may make alternative provision for notice.

Refer to section 310(4) of CA 2006.

Question 89

What are the acceptable forms of notice for a meeting?

Answer 89

Notice must be given in one of the following forms:
- In hard-copy;
- This must be handed to the shareholders personally, or sent by post.
- Electronically;
- E.g., by e-mail or fax.
- Via a website;
- Or, by a combination of these methods.

Question 90

What information must be included in the notice?

Answer 90

The notice must include the following information:
- The time, date, and place of the meeting (5311(1)).
- The general nature of the business to be dealt with at the meeting (5311(2)).
- A statement of rights to appoint a proxy (5325(1)).

Question 91

What rights do shareholders have if they cannot attend a meeting?

Answer 91

If a shareholder cannot attend, they are entitled to appoint someone else to attend and vote in their place (a ‘proxy’).

Question 92

What must be included in the notice if a special resolution is proposed?

Answer 92

If a special resolution is proposed, the notice must include (5283(6)(a)):
- The full text of the proposed resolution.

Question 93

What is the minimum notice period for a general meeting?

Answer 93

A party must give a minimum of 14 ‘clear days’ notice of a general meeting.

(s307A and s360)

Question 94

What must be checked regarding notice periods?

Answer 94

It is important to check the company’s articles, as they may require a longer period of notice.

Question 95

What does ‘clear days’ notice mean?

Answer 95

When calculating the specified notice period, the day on which notice is given and the day of the meeting itself are excluded.

(s360)

Question 96

If notice is given on 5 June, what is the earliest date for the meeting?

Answer 96

The earliest date for the meeting is 20 June, as the notice date (5 June) and the meeting date are excluded from the ‘clear days’ period.

Question 97

What are the statutory ‘deemed delivery’ provisions?

Answer 97

A document is deemed to be delivered 48 hours after it was sent if sent by post or electronically.

(s1147 CA 2006)

Question 98

What happens if the deemed delivery provision applies?

Answer 98

If the provision applies, any non-working days must be ignored in counting the 48-hour period.

Question 99

What is ‘short notice’ in the context of a General Meeting (GM)?

Answer 99

‘Short notice’ is any notice period that is less than the usual notice period.

Question 100

What must happen for a GM to be held at ‘short notice’?

Answer 100

A majority in number of shareholders must agree.

Question 101

If a company has 5 total shareholders, how many must agree for a GM to be held at short notice?

Answer 101

At least 3 shareholders must agree.

Question 102

What percentage of voting shares must the agreeing shareholders hold for a GM to be held at short notice?

Answer 102

Those shareholders must together hold at least 90% of the voting shares in the company.

This 90% threshold may be increased by the articles to 95%.

Question 103

What is the significance of S307(5) and S307(6)(a)?

Answer 103

S307(5) states the voting share requirement, while S307(6)(a) allows for the 90% threshold to be increased to 95%.

Question 104

What questions should be considered regarding company shareholders and short notice?

Answer 104

What percentage share does each company shareholder own? Who needs to vote in favour of short notice for the GM to be held?

Question 105

What happens if valid notice is not given for a general meeting?

Answer 105

Any resolutions passed at the general meeting will be invalid.

(5306(1)(a))

Question 106

Does accidental failure to give notice invalidate a resolution?

Answer 106

No, if notice is accidentally not given to a person entitled to it, the resolution remains valid.

(s313(1))

Question 107

What is a quorum in the context of a general meeting?

Answer 107

A quorum is the minimum number of shareholders required to attend the general meeting for valid decisions to be taken.

(Business Law & Practice, 8.7.5)

Question 108

What is the minimum number of shareholders required for a quorum?

Answer 108

The minimum number is two, unless amended by the company’s articles or if it is a single-member company, in which case the quorum is one.

(5318(1) and 5318(2))

Question 109

Can shareholders with a conflict of interest vote at a general meeting?

Answer 109

Generally, yes, but there are exceptions for certain resolutions.

(Pender v Lushington (1877) 6 ChD 70)

Question 110

What are the exceptions where conflicted shareholders cannot vote?

Answer 110

They cannot vote on an ordinary resolution to ratify a director’s breach of duty or a special resolution to approve a buy-back out of share capital.

(s239, s695, and s717)

Question 111

Who is entitled to attend a general meeting?

Answer 111

Directors, auditors, and anyone granted permission by the chairman can attend, but only shareholders can vote.

Question 112

What is an ordinary resolution?

Answer 112

An ordinary resolution will pass if more than 50% of members who vote vote in favor.

(s282 CA 2006)

Question 113

What is a special resolution?

Answer 113

A special resolution will pass if 75% or more of members who vote vote in favor.

(s282(4))

Question 114

What are the methods of voting at a general meeting?

Answer 114

There are two methods: voting by show of hands and voting by poll.

(s282 and s283)

Question 115

What are the two methods of voting in a general meeting?

Answer 115

A vote by show of hands or a poll vote.

Question 116

How many votes does each shareholder get?

Answer 116

Every shareholder gets one vote each (s284(2)). Each shareholder gets one vote per share (s284(3)).

Question 117

What can affect the outcome of a vote?

Answer 117

The method by which a vote is conducted can result in a different outcome, depending on the respective shareholder’s percentage shares.

Question 118

When can poll votes be conducted?

Answer 118

Poll votes are conducted ‘on demand’ unless the company’s articles otherwise require a poll vote to be carried out.

Question 119

Who has the right to demand a poll vote?

Answer 119

The Chairman of the general meeting, any Director, any two shareholders acting together, or any shareholder holding at least 10% of the shares.

Question 120

Can a single shareholder holding less than 10% demand a poll vote?

Answer 120

No, a poll vote can be demanded by any individual other than a single shareholder who holds less than 10% of the shares.

Question 121

What is the significance of a shareholder opposed to a resolution?

Answer 121

If someone opposed to the resolution has a large shareholding (in excess of 50% for ordinary resolutions, and 75% or more for special resolutions), it can impact whether the vote passes.

Question 122

Does the chairman of a general meeting have a casting vote?

Answer 122

No, unlike the chairman of a board meeting, the chairman at a general meeting does not get a casting vote.

Question 123

What is required for an ordinary resolution to pass?

Answer 123

An ordinary resolution can only be passed with a ‘simple majority’, i.e., more than 50% (s282).

Question 124

What happens in the event of a 50% tie in a vote?

Answer 124

The chairman cannot break a deadlock in the event of a 50% tie.

Question 125

Who automatically becomes the chairman at general meetings?

Answer 125

Unless a chairman is specifically appointed, the chairman of board meetings will automatically be the chairman at general meetings (MA 39).

Question 126

What happens if there is no appointed chairman at a general meeting?

Answer 126

The directors present, or if there are no directors, the meeting, must appoint a director or shareholder to chair the meeting.

Question 127

What must be done with the minutes of the general meeting?

Answer 127

Minutes must be kept for 10 years at the company’s registered office or SAIL (5358(1)).

Question 128

What is the consequence of failing to keep minutes?

Answer 128

Failure to do so is an offence committed by every officer in default.

Question 129

Who can inspect the minutes of the general meeting?

Answer 129

The minutes must be made open to inspection by the shareholders free of charge (s358(3)).

Question 130

What must be filed when special resolutions are voted on?

Answer 130

Copies of special resolutions must ALWAYS be filed with Companies House within 15 days of the resolution being passed or made (s30(1)).

Question 131

What is the consequence of failing to file special resolutions?

Answer 131

Failure to do so is a criminal offence committed by every officer in default (s30(2)).

Question 132

When are ordinary resolutions required to be filed?

Answer 132

Ordinary resolutions are only required to be filed in certain circumstances.

Question 133

What are some examples of documents that must be made available for inspection?

Answer 133

Make certain documents available for inspection, including a directors service contract, a contract to buy back the company’s share, charges over the company’s property

Question 134

What must a company issue when it issues new shares?

Answer 134

Issue new share certificates.

Question 135

What must be filed for an ordinary resolution to give directors authority to allot new shares?

Answer 135

It must be filed in accordance with s551(9).

Example: An ordinary resolution to give the directors authority to allot new shares must be filed in accordance with s551(9).

Question 136

What form is required when changing the company’s name by special resolution?

Answer 136

Form NMo1 must be filed at Companies House.

Example: Changing the company’s name by special resolution will require Form NMo1 to be filed at Companies House.

Question 137

What must be filed if the company’s articles are changed by special resolution?

Answer 137

A copy of the amended articles must be filed no later than 15 days after the special resolution is passed (s26(1)).

Example: If the company’s articles are changed by special resolution under s21, a copy of the amended articles must be filed no later than 15 days after the special resolution is passed (s26(1)).

Question 138

How long must a director’s service contract be available for inspection?

Answer 138

It must be made available for inspection for at least one year after the end of the contract.

Example: A director’s service contract (s228(3) and s229(1) CA 2006) must be made available for inspection for at least one year after the end of the contract.

Question 139

How long must a contract to buy back the company’s shares be kept?

Answer 139

It must be kept for at least 10 years.

Example: A contract to buy back the company’s shares must be kept for at least 10 years (s702).

Question 140

What must be made available for inspection regarding charges over the company’s property?

Answer 140

Charges over the company’s property must be made available for inspection (s877).

Question 141

What must a company do when shares are transferred between members?

Answer 141

It must issue new share certificates and destroy certificates belonging to the previous owners.