Company Law

Question 1

Company secretary

Answer 1

Role: 
performs admin roles 
Deals with official correspondence on behalf of company maintains company registers 
Duties:
Wherever the board decides 
Powers: 
Has the power to bind the company in contract 
(Limitation in the power of secretary)

Question 2

Auditors

Answer 2

Needs to have qualification of recognised supervisory body
Duties:
Give a true and fair view
Have been properly prepared in accordance with companies act and relevant financial reporting framework
Powers:
Attend and speak at general meetings
Have access to company’s books

Question 3

Meetings

Answer 3

Annual general meetings-21 days
General meetings - 14 days
Class meetings
Directors, members, resigning auditor, court can call meetings

Question 4

Procedures at meetings

Answer 4

The min amount of people that need to be present at the meetings = 2
Voting = show of hands

Question 5

Appointment if company directors

Answer 5

A statement of proposed officers signed by the subscribers to the memorandum of association confirming that each of the persons named as a director has consented to act as such- submitted to registrar
Directors must consent

Question 6

Disqualification of company directors

Answer 6

Min 16 y/o 
Criminal offence 
Uncharged bankrupts s11
Disqualification orders s6 
General misconduct in connection with companies 
Unfitness 
Other eg fraud or wrongful trading

Question 7

Removal of company directors

Answer 7

Company act,s168- a company may remove a director before the expiry of his period
Any agreement between the company and director

Question 8

Duties of company director

Answer 8

To act within powers
Duty to promote success of the company
Duty to exercise independent judgement
Duty to exercise reasonable care, skill, diligence
Duty to avoid conflict of interest
Duty not to accept benefits from 3rd parties
Duty to declare interest in proposed transaction

Question 9

Authority of directors

Expressed

Answer 9

Given so actions are binding on the company

Question 10

Authority of directors

Implied

Answer 10

Where the authority flows for the position eg the MD has implied authority to bind the company

Question 11

Authority of directors

Apparent

Answer 11

Where authority arises from the fact that the director is held out by other board members to have the required authority