Companies Act 2006

Question 1

Method of forming a company

Answer 1

S.7

Question 2

Memorandum of association

Answer 2

S.8(1)
is a memorandum stating that the subscribers:
a) wish to form a company under this Act; and
b) agree to become members of the company and, in the case of a company that is to have share capital, to take at least one share each.

Question 3

Issue of certificate of incorporation

Answer 3

s. 15
1) On the registration of a company, the registrar of companies shall give a certificate that the company is registered.
2) certificate must state:
a) name and number of the company
b) date of incorporation
c) limited / unlimited / limited by shares or guarantee
d) private v public co
e) whether registered office is located in Eng/Wh/Sc/NI

Question 4

Name of public companies

Answer 4

S.58

Must end in “plc”

Question 5

Name of private companies

Answer 5

S.59

Must end in “ltd”

Question 6

Companies required to have directors?

Answer 6

S.154

1) a private company must have at least one director
2) a public company must have at least two directors

Question 7

Companies required to have a secretary?

Answer 7

S.270
1) Private companies not required to have a secretary

S.271
A public company must have a secretary

Question 8

Means of payment for shares

Answer 8

For private companies:
S.582
1) "money or money's worth"
For Public companies:
S.593
1) Cash or a) independently valued consideration where b) the valuation has bee completed within 6 months prior to the purchase and c) a copy of the report has been sent to the proposed allottee.

Question 9

Paying up of company shares

Answer 9

S.586

1) public company shares must be at least one quarter paid up.

Question 10

Can a private company make public offers of its shares?

Answer 10

No - S.755(1)

Question 11

Minimum share capital requirement for a public company

Answer 11

S.763 (also 761 (obtain certificate) & 762 (authorised minimum))

1) £50,000; or
2) the prescribed euro equivalent

Question 12

A companies constitution includes:

Answer 12

S.17
a) the company's articles
b) any resolutions and agreements to which chapter 3 (S.29) applies:
S.29
a) any special resolution etc.

Question 13

Articles of association:

Answer 13

S.18

1) company must have AoA prescribing the regulations of the company
2) Must register articles (unless using MA)
3) AoA must:
a) be contained in a single doc.
b) be divided into numbers consecutively

Question 14

Default application of model articles

Answer 14

S.20
1) if a company is formed and
a) no articles registered; or
b) MA provisions not excluded or modified by registered articles,
relevant MA are considered adopted.

Question 15

Pre 2006 companies - memorandum

Answer 15

S.28

1) provisions in memo considered to be in articles

Question 16

Statement of company’s objects

Answer 16

S.31

1) objects unrestricted unless specifically limited by articles.
2) amendments to objects not effective until registered
3) amendments do not affect ant legal rights or obligations of the company.

Question 17

Copies of resolutions or agreements that must be forwarded to the registrar

Answer 17

S.30

1) copies of resolutions that form the company’s constitution within 15 days

Question 18

Changing a company’s name

Answer 18

S.77

1) must do so by either:
a) special resolution; or
b) other means as provided for in the company’s articles

2) name may also be changed under direction of sec. of state or courts.

Question 19

Director’s long-term service contract

Answer 19

S.188

1) long-term service contract = more than 2 yrs
2) requires SH resolution

Question 20

Resolutions

Answer 20

S.281 - must be passed as written or meeting of members
S.282 - Ordinary resolutions = simple majority
S.283 - Special resolutions = not less than 75%

Question 21

Votes: general rules

Answer 21

S.284

1) Written resolution - one vote for each share
2) Show of hands - one vote per member
3) Poll - one vote per share

Question 22

Can director’s call general meetings?

Answer 22

Yes - S.302

Question 23

Members power to call GMs

Answer 23

Outlined in S.303

Question 24

Notice required for a general meeting

Answer 24

S.307

1) private company - 14 days
2) public company - 14 days GM, 21 days AGM

Question 25

Quorum at meetings

Answer 25

S.318

1) if one member then 1 = Quorum
2) any other case, 2

Question 26

Right to demand a poll

Answer 26

S.321
Any provision in articles void if excludes the right to demand a poll at a general meeting on any question other than
a) electing chairman of the meeting or b) adjourning the meeting

2) any of the following may demand a poll:
a) at least 5 members entitled to vote
b) any one member representing not less than 10% of the voting rights

Question 27

Clear day rule:

Answer 27

S.360

required notice should be interpreted to mean “clear days” i.e. not including day notice sent and day of event.

Question 28

Meaning of “subsidiary”

Answer 28

S.1159

1) co is sub of another co if that other co:
a) holds a majority of shares in it
b) is a member and has the right to appoint / remove a majority of the board
c) is a member and controls alone, pursuant to agreements with other members, the majority of the voting rights
2) “wholly own sub” - only owner