Company Meetings Flashcards
Under the Model Articles, who can call a board meeting?
A. Only the Chairperson
B. Any director
C. Only the company secretary
D. A majority of the shareholders
B. Any director
Explanation: Model Article 9 allows any director to call a board meeting, or request the company secretary to do so.
How much notice must be given for a general meeting in a private company?
A. 7 clear days
B. 14 clear days
C. 28 clear days
D. No notice is required
C. 28 clear days
Explanation: Section 307(1) CA 2006 requires 14 clear days’ notice for a private company unless otherwise agreed, but for certain meetings like AGMs, 28 days may be needed.
In a general meeting, how is a poll vote counted?
A. One vote per shareholder
B. One vote per director
C. One vote per share held
D. One vote per company officer
C. One vote per share held
Explanation: Section 284(3) CA 2006 states that in a poll vote, shareholders vote in proportion to their share ownership.
What is the default quorum for a general meeting in a multi-shareholder private company?
A. One shareholder
B. Two shareholders
C. Three shareholders
D. 50% of shareholders
D. 50% of shareholders
Explanation: Section 318(2) CA 2006 provides that, unless stated otherwise in the Articles, the default quorum is two shareholders for a private company, but companies can specify a higher threshold like 50%.
A company with 6 shareholders wants to call a general meeting on short notice. How many must agree?
A. 3
B. 4
C. 5
D. 6
D. 6
Explanation: Section 307(5) CA 2006 requires a majority in number of shareholders who together hold at least 90% of the voting rights. Since this company has no special provisions, unanimous consent is required.
A shareholder disagrees with a show of hands vote. What can they do?
A. Demand a recount
B. Demand a poll vote
C. Appeal to the board
D. Apply to court for a review
B. Demand a poll vote
Explanation: Section 321 CA 2006 allows a shareholder to demand a poll vote, ensuring votes are counted per shareholding rather than per individual shareholder.
Can a private company remove a director using a written resolution?
A. Yes, if all directors agree
B. No, because director removal requires a general meeting
C. Yes, if the director holds no shares
D. No, because only the board can remove a director
A. Yes, if all directors agree
Explanation: Section 288(2) CA 2006 prohibits removing a director via written resolution, unless there is unanimous director approval.
A company has four shareholders:
A owns 40%
B owns 25%
C owns 20%
D owns 15%
A and B support an ordinary resolution, while C and D oppose it. What happens in a poll vote?
A. The resolution fails because unanimous approval is required
B. The resolution passes because A and B together hold more than 50%
C. The resolution is referred to the board for final approval
D. The resolution is invalid because shareholders cannot vote in a poll
D. The resolution is invalid because shareholders cannot vote in a poll
Explanation: Some votes require special procedures, and this question assumes that the Articles may not allow for a poll vote in this instance. Always check the company’s Articles of Association.
A company wants to pass a special resolution using a written resolution. How many votes are required?
A. More than 50% of total voting rights
B. At least 75% of total voting rights
C. Unanimous approval
D. A majority of the board of directors
B. At least 75% of total voting rights
Explanation: Sections 283(2) and (3) CA 2006 state that a special resolution requires at least 75% approval.
What must a company do after passing a special resolution?
A. Nothing, as it is automatically recorded
B. File the resolution at Companies House
C. Get board approval before it takes effect
D. Hold another vote at the next general meeting
D. Hold another vote at the next general meeting
Explanation: In some cases, a special resolution must be confirmed at another general meeting if the company’s Articles require it.
If a written resolution does not receive enough votes within 28 days, what happens?
A. It automatically passes
B. It lapses and has no effect
C. It is referred to a general meeting
D. The deadline can be extended by shareholders
D. The deadline can be extended by shareholders
Explanation: Some Articles of Association allow shareholders to extend the deadline beyond 28 days, but this must be explicitly stated.
A company wants to call a general meeting with less than 14 days’ notice. What must happen?
A. A majority of shareholders must agree
B. 90% of shareholders (by value) must agree
C. The board of directors must approve it
D. Companies House must approve the request
90% of shareholders (by value) must agree
Explanation: Section 307(5) CA 2006 allows a short notice general meeting if 90% of shareholders (by value) consent.
