Chapter 3 - LTD Company Part 1 Flashcards
Who can change a company registered office once incorporated?
A company registered office can be changed by board resolution
What do the articles of association form?
They form an important constitutional document
The articles of association are a contract between?
Between a shareholder and a company and a shareholder and another shareholders
With whom is the company rulebook deal with?
With Directors, shareholders, meetings and key administrative requiremnets
Who provides the model sets of articles?
The CA
How else are known the sets of articles?
They are also known as model articles
Where can be found the model sets of articles for different types of companies?
In the Companies Model Articles Regulation 2008 which were introduced in October 1st 2009
Where are model articles for private companies limited by shares set out?
In schedule 1 of the regulations
A copy of the company’s article must accompany the application?
Yes, unless the company intends to adopt the MA (model articles) in their identity
Do the MA apply automatically?
Yes,
When does the MA (Model articles) do not apply automatically by default?
Only if they are excluded or modified in the company’s articles
Can the MAs be adopted with amendments?
Yes
What is required to change the articles?
A copy of the special resolution and the amended articles must be filled at Company’s house within 15 days.
Is there an obligation to adopt the MA s?
No, there is no obligation to adopt the MAs in whole or in part, although the MAs will apply in default.
When can a company may all or some of the provisions of the MAs (with or without special articles) or have entirely bespoke articles?
On Incorporation
What is the responsibility of the company secretary ?
Keeping records and filing documents at Companies House
Is there a requirement of the CA for private limited company to have a secretary?
No, and there are no qualifications required.
What details are required to be set out in the form IN01 for all directors?
Name, month and year of birth, nationality, and business occupation of all directors - address for service and residential may apply, however directors might be exempt
How many directors do public companies require?
At least 2 directors
How many directors do private companies require?
At least 1 director
Are corporate directors permitted?
Yes
Can a company be a director of another company?
Yes, because corporate directors are permitted
Can a company be the sole director of another company?
No,it needs to have at least one natural person as a director
Is there a limit of how many directors a company can have?
No, there is no limit, unless the articles provide for this.
Can the director hold the position of company secretary?
Yes
What qualifications are needed to be a director of a private limited company?
No qualifications are required
What is the minimum number of shareholders required?
Minimum 1
What is INO1 Part 4 applicable for?
Applicable for companies limited by guarantee
What is INO1 Part 5 applicable for?
Details of people with significant control must be sent out
What are the conditions that people with significant control meet?
They hold more than 25% of the shares
They have more than 25% of the voting rights
They have the right to appoint or remove the majority of the board
What does PSC register stand for?
People with significant control
When do the forms need to be filled?
Whenever changes are made
Who is maintaining the statutory books?
Maintained by the Company
What does the statutory books include?
Register of secretaries
Register of directors
Register of director’s residential address
Register of members
PSC register
What does Form INO1 Part 7 is applicable for?
That everyone (directors,secretary, officers) consented to act in their relevant role
What does Form INO1 part 8 applicable for?
The subscribers make a statement that the PCS’s know that their details have been provided as part of their application
What does Form INO1 Part 9 applicable for?
Confirms that the requirement of the CA as to registration have been complied with
What is a memorandum of association?
Is a statement of intention of the subscribers to form a company and become shareholders, taking at least 1 share each.
What does the certificate of incorporation contain? (COI)
The Company Name
The Company Number
The Date of Incorporation
Who offers the certificate of incorporation?
The Companies House
Can the company enter into contracts without the certificate of incorporation (COI)?
No
When can the company have its first board meeting?
Once it’s incorporated
What means fixing an accounting reference date?
Date to prepare annual accounts
What happens if at the first board meeting the accounting reference date was not fixed?
Then, the date will be the last day of the month of the incorporation
What form needs to be completed if there is a change regarding an accounting reference date?
Form AA01 must be filled at Companies House
Who attends board meetings?
Directors who pass board resolutions to make decisions
What are directors doing in board meetings?
They pass boar resolutions to make decisions
Who attends general meetings in a company?
Meetings of the members and the shareholders
What types of resolutions do the shareholders and members pass to make decisions?
They can pass ordinary resolutions and special resolutions
Who is making the day-to-day decisions in a company?
The Directors
Are there any decisions that needs to be authorised by members first?
Yes, the key decisions
Who calls the first Board meeting?
Directors
Can directors call general meeting? and How?
In the Board meeting they pass board resolution
Who is passing resolutions in the general meeting?
Members
How are decisions implemented?By whom?
Directors pass board resolutions to implement decisions (2nd time) and deal with filing and administrative matters
Where are the power of directors laid down?
In the Companies Article and MA3
How are directors making the decision in the board meeting based on what?
Based on the majority vote
What is the minimum number of members that need to be present to make a decision in board meeting?
Two - Quarum
What does MA14 mean?
It prevents a director from voting and counting toward the quorum in any decision in which they had a personal interest
What is an example of conflict of interest?
A director agreeing to buy property or sell to the company.
Which sections of the CA require a director to declare personal interests?
Section 177 and 182
What happens if 182 is breached?
Is a criminal offence
The Declaration of Conflict of interest is the same as the vote and counts towards the MA14?
No, they are distinct from each other, they should be considered separatelly.
For how long are the Board meetings suppose to be kept?
For 10 years
Who is signing the minutes of the board meeting?
By the chair of the BM (board meeting)
What can be used instead of BM?
MA8 provides a procedure for unanimous decision-making by making a decision in writing providing that they agree?
Where are the powers of the members laid down?
In the CA and the companies articles
How do the members exercise their power?
By passing resolutions in Gm (general meetings)
Which are the two types of GM (general meeting)?
Annual general meeting - AGM
Extraordinary general meeting - E(GM)
Does a company formed on and after 1st October 2006 does it need to have a AGM?
No, unless special articles are provided
Why are AGM (Annaul General Meetings) useful?
They are useful if there are a number of shareholders who are not directors
For the ordinary resolution, how many ppl need to attend?
It requires more than 50% of shareholders attending and voting
For the special resolution, how many ppl need to attend?
It required more than 75% of shareholders attending and voting
In the ordinary resolution if 50% is in the majority of the votes, what happens?
if 50% are in favor of passing it, it will not be passed and will result in deadlock.
Who calls for GM (general meeting) ?
Usually directors but members of the company can also indirectly call them
Can a private company pass resolution in writing?
Yes, an alternative to GM
What do they do with the ordinary and special resolutions?
They need to be signed and a signed copy must be filled at Companies House within 15 days of being passed.
What happens if the resolution alters the companies article?
A copy of the amended document must be filled
Do the directors need to file accounts each financial year with Companies House ? What happens if they don’t?
Yes, they do, if not it is a criminal offence.
How is a small company defined?
Not more than 50 employees
Balance sheets of no more than 5.1m
Turnover of not more than 10.2m
When do private companies need to file accounts at Companies House?
Within 9 months from the end of the accounting reference period
What else needs to be filled each year?
Confirmation statement
What is the deadline for the confirmation statement to be submitted?
14 days of the anniversary of the company incorporation
What happens if the confirmation statement is not submitted?
It is a criminal offence
How is formed the internal rulebook?
By the articles of association
What does MA provide?
A standard set of rules
If you adopt the MA (standard set of rules) what else needs to be submitted with?
The articles do not need to be submitted with the IN01 form
What information do you need to complete the form IN01?
Full details of the shareholder,directors and company secretary,the registered office, how many shares the company will have, their type and nominal value, instruction on the articles and confirmation whether they will elect to keep information usually contained in the statutory books on the public register
