Buisness

Question 1

Loans to directors need members’ approval (s.197 Companies Act 2006) unless one of the exceptions applies. what ae they?

Answer 1

Need ordinary res to approve.
not needed if loan is less than 10k, or guarantte is less than 15k

DR cannot count in quorum for the vote.

Question 2

3 types of Company voting

Answer 2

Pole- all who are present counter by % shareholding
WR- written all SH
Show of hands- all present counted per hand equally. ( can demand pole vote after if unhappy)

gen meeting- needed for somethings like: removing director

Question 3

Req to allot new share of differnt class

Answer 3

s550- DR can allow new shares of same class- pre exemption rights exist.

Need OR to allot new class of shares.
SR needed to ammend articles to include new class of shares.

pre-emption rights do not apply where the consideration for the shares is other than 100% cash.- no OR needed in a case like this

Question 4

Ord Res and SR and Board Res

Answer 4

BR: Borrow money
br to authroise the allotment
br to authrise share transder

OR: Share buy back out of profit
allow directors to allot new shares
SPT

SR: Share buy back out of capital
if/a- sr to disapply pre emption for shares

Question 5

Debt finance

Answer 5

Over draft- loan from bank on account, repable on demand, pays fee for overdraft.

Question 6

registration limits charges and shares

Answer 6

charges : 21 days, if not, void agsint others but not company and imediately repayable

new shares- 15 days to file resolution, and PSC changes 14 days.

Question 7

SPT

Answer 7

No required filing at CH
To buy or sell property (substantial >10% and 5k or more than 100k overall) to DR or connected person

Need and ORes

Question 8

s177 duty to declear interest MA 14

Answer 8

MA 14- dr cant count in quorum an dvote in iiterested transction

s177- duty to declear interest in direct or indirect TX. unless all others know.

Question 9

min required for a contract as set out in s 43 CA 2006

Answer 9

must be signed by the company by a person acting under its authority express or implied
or under company seal

Question 10

person with sig control defn

Answer 10

own 25+% of voting, have right to appoint or remove a majority or board directors or have right to exercise or actually exercise isig influence or control over company