Company management

Question 1

True or false - re: the duty of directors, the articles may authorise anything that might otherwise be a breach of statutory duty?

Answer 1

True

Question 2

True or false - directors will not be liable for breaching statutory conflict of interest rules if they follow any lawful provisions for dealing with them contained in the articles?

Answer 2

True

Question 3

True or false, articles may normally permit less onerous regulations (on the duty of directors) than the Companies Act?

Answer 3

False

Question 4

Some conflicts of interest by independent directors are permissible by the articles?

Answer 4

True

Question 5

Which of the following are likely to amount to unfairly prejudicial conduct under s 994 CA 2006?

Failure of a parent company to pay the debts of its subsidiary

Diversion of the companies business to a director controlled company

Failure to call a general meeting

Late presentation of the company’s accounts

Answer 5

Diversion of the companies business to a director controlled company

Failure to call a general meeting

Question 6

In a public company, what % of the voting rights, or nominal value of the shared with voting rights must consent to a notice period of less than 14 days?

For a general meeting…

For an AGM…

Answer 6

95% and 100%

Question 7

If you breach competition law will you be disqualified from directorship?

Answer 7

Not necessarily, nor will you necessarily be disqualified if your company just goes insolvent

Question 8

Once a director is appointed, in how many days should the register of directors be updated and the registrar be notified in

Answer 8

14 days

Question 9

Do directors need to have regard to their creditors when discharging their duty to promote the success of the company?

Answer 9

No

Question 10

Directors are fine to just go along with the company’s constitution and not exercise their own judgement.

Answer 10

-

Question 11

Any provision to exclude a director from negligence is void

Answer 11

A

Question 12

What % of members generally speaking are required to be able to requisition a general meeting? Especially if there has been no general meeting for 12 months or more

Answer 12

5%

Question 13

How much notice is required to be given by a public limited company for the holding of its annual general meeting?

Answer 13

21 days

Question 14

True or false, can a director be removed from office by passing of a written resolution?

Answer 14

False

Question 15

What are the criteria for a small company for the purposes of being exempt from a statutory audit?

Answer 15

Turnover =< £10.2m, balance sheet =< £5.1m, employees =<50

Question 16

Does a private company have to prepare a directors remuneration report every year?

Answer 16

No, it is only listed companies that have to do this

Question 17

How can you change the name of a company?

Answer 17

Pass a special resolution, which requires at least 75% of the votes cast by shareholders

Question 18

True or false, provided a director exercises his powers properly etc, his is not subject to any other controls by shareholders

Answer 18

False