Business Flashcards
How many shares does a person need to have to be called a person with significant control?
25% of shares
What is the minimum share capital a public company must have?
£50,000 with at least 1 quarter paid up
What is the notice period for general meetings?
14 clear days
How are the companies articles amended?
Via special resolution
Can a director who is a SH vote on the removal resolution to remove themselves as director?
Yes
What kind of resolution is required to remove a director?
Ordinary resolution
What kind of notice is required for a removal resolution?
28 days
What is the percentage of SH needed to request a GM?
5% or more of paid up shares
When will a GM need to be called after demanded by SH?
Within 21 days from the request and then held within 28 days after notice given that it will be held.
If Directors don’t call a GM how can a SH force one to be called?
The SH who submitted the request or any of them representing more than half of the voting rights can call a GM themselves. GM will then be called on 14 days notice and held within 3 months of the date receiving the request.
What is the minimum number of days that a GM will take place if SH request a GM and serve special notice for a GM at the same time?
Held on 38th day - request (21 days) if not called by request then special notice (served on day 1) allows for GM to be called on 14 days after day 23 of request.
Can a director who is to be removed make representations?
Yes in writing to be circulated to all members
Can a director speak in their defence?
Yes at the GM
If Director is a SH what rights do they have on a removal resolution?
May have weighted voting rights so SH cannot pass ordinary resolution if they have played key role setting up the business.
Must a SH obtain permission before they bring a derivative action?
Yes, Court permission
Are Partners in a simple Partnership entitled to a salary?
No not unless they have agreed this.
Will a Partner in a Partnership be liable for contractual agreements after they have left the partnership?
Yes unless agreed otherwise.
Does an LLP require a written agreement to operate on agreed terms?
No, there are statutory provisions
If a person signs an agreement before their company has been incorporated, who is liable under the contract?
The person who signed the contract until the company is incorporated (if it then ratifies the contract).
Why is a memorandum more relevant for older companies pre 1 October 2009?
Any provision in the memorandum will be treated as provisions of the company’s articles.
How many directors for private and public companies?
Private 1 Public 2
How can entrenched articles be amended?
Unanimous decision of members or by a court order
Does the chairperson have the casting vote in tied board resolutions?
Yes under the MA
Who can demand a poll vote at a GM?
The chairperson of the meeting, the directors, two or more persons having the right to vote on the resolution, a person representing at least 10% of the total voting rights of all SH
What decisions cannot be passed as written resolutions?
Removal of director or auditor
How can the notice period for a GM be shortened from 14 days?
A majority number of SH who together hold shares with a nominal value of not less than 90% of total nominal value of the shares
What is the lapse date to pass a written resolution?
28 days beginning with circulation date
How long do the minutes of all meetings need to be kept for
10 years
What kind of resolution needs to be filed at companies house?
Written resolutions and amended articles
Who is required to have a company secretary?
Public companies - they must have requisite knowledge and experience
What do the model articles require for retirement by rotation?
For public companies, directors must retire and be reappointed every 3 years. All directors of listed companies are subject to annual re-election
Can a director who is interested in a transaction or arrangement with the company vote or count in the quorum for board resolutions in respect of the transaction?
No unless there is no conflict of interest.
If a director is found guilty of a conflict on interest in a transaction, what can happen?
The transaction can be set aside and the company can be restored of assets and profits. However the SH can ratify it if they still want it.
SH approval is needed by ordinary resolution for long term service contracts for directors, how long is that?
A guaranteed period in excess of 2 years
Is approval for long service contracts required by the members of any company which is a wholly owned subsidiary?
No
Can a director vote or count in the quorum for a decision on its own contract?
No
How much notice must be given for in person meetings approving long service contracts?
15 days and it must be available for inspection for 15 days
What is a substantial asset?
If it worth more than £100,000 it is. If it is less than £100,000 it must be more than £5k and more than 10% of the company’s net asset value.
Who are connected person’s for the purpose of substantial property transers?
Spouses, parents, children, step children (NOT siblings, grandparents, grandchildren, uncles and aunts) Companies the director or connected persons owns a 20% share in, business partners and trustees of a trust the beneficiaries of which include the director or those connected with them
Will approval be needed for a substantial property transaction be needed where the company is a wholly-owned subsidiary of another company?
No
If a substantial property transaction is between a company and a director of the holding company what will be necessary?
Approval from the holding company will also need to approve the transaction
A substantial property transaction will be voidable unless:
Restitution is not possible, the company has been indemnified for the loss, the rights acquired in good faith by a third party would be affected. Directors will be liable to account for any losses. The transaction can be affirmed however.
If a substantial property transaction is between a company and a person connected to a director what defence can the director have to not be liable?
That they took all reasonable steps to ensure the company’s compliance or they had no knowledge of the circumstances.
Can a director vote in a board resolution to approve a contract they have an interest in for a substantial property transaction?
No
What is a quasi-loan?
When a company agrees to pay off an outstanding account owed by a director to a third party with the director later to reimburse the company.
What transactions to directors need ordinary resolutions to approve in the context of private limited company?
Loans to directors, or to directors of its holding company or guarantees or enter into security. Loans to connected persons are not counted nor quasi-loans.
What transactions to directors need ordinary resolutions to approve in the context of public limited company?
Loans to directors or to directors of holding company, guarantees, Loans to a person connected to a director, quasi-loans, credit transactions and guarantees or security for loans
Exception in relation to loans and transactions re maximum amount on company expenditure?
£50,000
Exceptions to loans and related transactions: purpose of loans?
For defending proceedings and regulatory actions / investigations, money lending companies in the ordinary course of business
Amount of loans allowed to directors?
Loans or quasi loans up to £10,000 and credit transactions up to £15,000.
Remedies for loans made and for substantial property transactions?
Contract void unless: Restitution no longer possible, company has been indemnified for the loss, rights acquired in good faith by a third party would be affected by the voidance. Directors are liable to account for profits and indemnify losses.
Defences for loans made without approval?
Took all reasonable steps or had no knowledge of the circumastances
Holding companies and loans/transactions to directors:
A transaction between a company and the director of its holding company will need to be approved by the holding company too
Procedural issues relating to passing an OR for a loan or transaction to director:
15 days notice of the GM required and memorandum setting out the transaction available for 15 days and at the meeting.
What is required for a derivative claim to be brought?
act or omission of a director involving negligence, default, breach of duty or breach of trust
Who is the remedy granted to in a derivative claim when a SH brings the claim?
The company
A SH can bring an action if they have suffered unfair prejudice, examples of conduct required are:
1) the granting of excessive remuneration to directors;
2) the directors’ dealing with associated persons; and
3) non-payment of dividends
For a just and equitable winding up claim, will the SH sue for themselves or the company?
Themselves
Examples of membership rights of SH:
Right to a dividend, right to share in surplus capital on winding up, right to vote at meetings, right to receive notice of GMs and AGMs