Company Meetings Flashcards
Procedural requirements and meetings
What is the quorum for a board meeting?
A minimum of two directors must be present for there to be a valid quorum
What happens in the event of a deadlock at a Board Meeting?
Board resolutions are passed by majority vote on a show of hands. Each director has one vote. The chair may have a casting vote to prevent deadlock
What is the normal notice requirement for a General Meeting to be called?
The Board will usually call a General Meeting and must give 14 clear days notice
Counting time - the day of the meeting and the day the notice is given is excluded (clear days)
What is the notice for a board meeting?
Reasonable notice
What is the short notice procedure for a General Meeting?
For a private company, a GM may be called on short notice if this is agreed by:
- a majority in number of members who
- together hold shares with a nominal value of not less than 90% of total
Majority in number + 90%
- for public companies - it is 95%
What is the written resolution procedure and when is a resolution passed by this procedure?
A method of voting
A written resolution is passed when the requisite majority (OR or SR) of eligible members sign the written resolution
What is the lapse date for passing a written resolution?
The lapse date is 28 days beginning with the circulation date - shareholders have 28 days to respond to the written resolution
Lapse date provided for in the Model Articles
For what decisions can the written resolution procedure not be used?
To remove a director or auditor
Post-Meeting Matters internal procedure
- Minutes of all meetings need to be kept for 10 years
- Update statutory books
What are the filing requirements at Companies House for Post-Meeting Matters?
- All special resolutions must be filed
- Generally ordinary resolutions do not need to be filed (except for authority to allot shares under s551)
- Amended articles must be filed at Companies House, along with any forms
What companies can use the written resolution procedure?
Only private companies can pass shareholders’ resolution by way of written resolution
How long does a company have to send resolutions to Registrar of Companies?
Within 15 days of them being passed
- all special resolutions must be filed
- any amended articles must be filed
What is an extraordinary general meeting?
Only a shareholder owning more than 5% of shares has the right to ask the directors to call an extraordinary general meeting
- A meeting to deal with urgent matters
What is required for an informal decision to be effective (of the shareholders)?
There must be unanimous agreement from all shareholders entitled to vote
Example:
A decision made informally by only 9/10 of shareholders entitled to vote
- would NOT be binding on the company as not all shareholders agreed
Is an informal decision binding without unanimous consent?
No - for an informal decision of shareholders to be binding, it must have unanimous consent (Duomatic principle)
