Board Meetings and General Meeting Flashcards
What is the required quorum for a Board Meeting?
Unless fixed otherwise by the directors, Model Article 11(2) states that the quorum will be 2
What needs to happen in the first board meeting after the purchase of a shelf company?
Appoint new directors of the company - MA 17(1)(b)
Appoint a secretary (if required)
Appoint a chairman of the board meeting - MA 12(1)
Resignation of existing directors, taking effect with the terms of the resignation notice under MA 18(f)
Receive and approve the transfer of shares and to register new members. S112(1)
How does a Director call a Board Meeting?
Any director can call a Board Meeting under MA 9(2).
Must give reasonable notice to all directors - Browne v La Trinidad
The notice doesn’t have to be in writing
If a company wants to change its name, how can it do so?
Section 77(1) by special resolution or by any other means provided for in the articles.
If by special resolution, the company must give notice to the registrar with a copy of the SR (78(1))
When does a company’s change of name take effect from?
The change of name takes effect from date of the issue of a new certificate. 81(1)
Requirements to Disclose Name
Under Section 82(1), the SoS will make regulations about the name of the company to be displayed in locations; documentation; course of their business etc.
What must the notice in a General meeting contain?
Section 311(1) requires the time, date and place of the general meeting. Statement that the member may appoint a proxy. S324(1) and 325(1) If the resolution proposed is a special resolution, the text of it should be included in the notice - Section 283(6)
How do directors vote and make decisions in a general meeting?
By a show of hands or by making the decision unanimously. MA 7 and 8
Once share transfers have been approved, what must the company do?
Enter the name of the members in the register - Section 112(2) and 113(1).
If the company subsequently becomes a single member company, include a statement under 123(1)
What is the procedure in Board Meeting 1 for a proposal of a written resolution?
Propose to call a written resolution under 288(3)(a) or members (b)
Circulate to all eligible members - 289 and 291(2) and (3)
Form of resolution must state that it is a special resolution - 283(3)(a); how to signify agreement - 291(4)(a) and 296(1); Time Elapse Date - 291(4)(b) and 297(1) - 28 days unless articles specify otherwise
When is a written resolution passed?
OR - Section 282(2) - passed by a simple majority of the total voting rights of eligible members
SR - Section 283(2) passed by a majority of not less than 75% of the total voting rights of eligible members
How can shareholders vote at a general meeting?
By a show of hands - MA 42
By Poll - one vote per share held; Section 321
By written resolution (not technically at general meeting)
By proxy - Section 325
By Corporate Representative - Section 323
What is the Notice and Quorum Period for a general meeting?
14 Clear Days - Section 307(1) and Section 360
Quorum - 1 single member company; 2 for private company otherwise under 318(1)
What other factors would need to be changed in a shelf company?
Change Registered Office - Section 87(1) - Have to be prepared to receive documents at old office for 14 days.
Resolve to appoint Auditor - Section 485(3)
Resolve to change Accounting Reference Date - Section 392(1)
NB. Can’t extend beyond 18 months.
Post Meeting Matters and Filing Requirements:
Shelf Company
Form NM01 - change of name within 15 days plus copy of special resolution - Section 30(1)
AP01 - notifying appointment of director under 167(1)
TM01 - within 14 days under 167(1)
AP03 - appointment of secretary - register of companies within 14 days under section 276(2)
AD01 - form notifying change of companies registered office as soon as possible. Prepare for old document office 14 days
AA01 - change of accounting emergence date as soon as possible
