Company decision making Flashcards
A private limited company looks to change it’s registered name. What must be filed with registrar of of companies?
A prescribed form, the shareholders’ special resolution to change the name and the prescribed fee.
What must a company do to amend its articles of association?
Shareholders must pass a special resolution which must be sent to registrar of companies. Changes will be effective immediately.
What needs to be filed with the Registrar of Companies following the appointment of the new director and what is the relevant deadline
A copy of the relevant form within 14 days of the appointment.
What must a director do when they call a board meeting ?
They must give notice to the other directors
Who must be present at board meetings ?
A quorum of two directors
When may a director not count in a quorum or vote on decision ?
If decision is concerned with a transaction or arrangement with the company which the director is interested.
How are board resolutions passed ?
By simple majority (over half)
Can shareholders vote on decisions they have an interest in ?
Yes shareholders often have an interest.
What can directors use unanimous decisions for ?
Can use unanimous decisions to pass board resolutions without a meeting in form of written resolution or any method to show eligible directors have common view
What is required for an ordinary resolution to be passed at shareholders general meeting ?
Over half votes cast in favour of resolution
What is required for a special resolution to be passed in shareholders general meeting?
75% or more votes must be in favour
What is the minimum notice required for a general meeting ?
14 clear days
What is the quorum number required for a general meeting ?
A quorum or two
What is a poll vote ?
Vote based on one vote for each share that shareholders own instead of one vote per person.
Who can demand a poll vote ?
- The chair of the meeting,
- The directors
- Two or more persons having the right to vote
- A person representing 10% or more of total voting rights
What is required for a general meeting to be held on short notice ?
- A majority in number of company shareholders.
- who between them hold 90% or more of company voting shares (95% for public companies)
What are written resolutions and how are they passed ?
If not time to attend meeting hand out or post written resolution + Passed by majority of eligible members signifying agreement to the resolution
What is required for a shareholder to require company to circulate a written resolution ?
A shareholder must have 5% or more of the voting rights in the company
Can shareholders require the directors to hold a general meeting ?
Yes - must state the general nature of the business to be discussed.
Must be called within 21 days of request and must be held no later then 28 days after notice of meeting.
How long are companies required to keep board minutes and minutes of general meetings along with outcome of written resolutions
10 years
What are ordinary shares ?
Give the right to attend meetings and vote
What are preference shares ?
Enhanced right such as guaranteed dividend payment
What is a substantial property transaction ?
Where director or person connected buys from or sells to the company, a non- cash asset of substantial value (100k or more then £5k and 10% of asset value).
Who needs to be on PSC register for company ?
Anyones with more then 25% interest
