companies: ownership and management Flashcards
when must public companies hold an AGM?
once a year in the 6 months after year end
how much notice is required to hold an AGM?
21 days, unless all members agree to less
when is a general meeting held?
when requisition is received from someone who has the right to do so, or
for public companies, if there is a serious loss of capital
how much notice is required to hold a general meeting?
14 days, unless 90% agree to less
how much notice is required to hold a class meeting?
14 days
what decisions can be made via written resolution?
all decisions in private companies apart from removal of a director or auditor
ordinary or special resolution: appointment of the auditor
ordinary
ordinary or special resolution: appointment of directors
ordinary
ordinary or special resolution: ratification of breach of duty by directors
ordinary
ordinary or special resolution: new issue of shares
ordinary
ordinary or special resolution: subdivision or consolidation of shares
ordinary
ordinary or special resolution: redemption of redeemable shares
ordinary
ordinary or special resolution: voluntary liquidation if so provided for in the articles
ordinary
ordinary or special resolution: application for appointment of administrator
ordinary
ordinary or special resolution: approval of a CVA by members
ordinary, but special resolution is required by creditors
ordinary or special resolution: re-registration of an unlimited company to a limited company
special
ordinary or special resolution: change of company name
special
ordinary or special resolution: change of the articles of association
special
ordinary or special resolution: voluntary liquidation if not provided for in the articles
special
ordinary or special resolution: change of class rights
special
ordinary or special resolution: disapplication of statutory pre-emption rights
special
ordinary or special resolution: reduction of share capital
special
ordinary or special resolution: use of permissible capital payment
special
ordinary or special resolution: removal of director
ordinary resolution with special notice
ordinary or special resolution: removal of an auditor
ordinary resolution with special notice
ordinary or special resolution: re-registration of limited company to unlimited
neither - 100% approval required
who is bound by the company’s constitution?
shareholders and the company itself
