Company ownership and management Flashcards
Days notice needed to call an AGM
21 days
Days notice needed to call a general meeting
14 days
Type of resolution needed to remove auditor
ordinary with special notice of 28 days
Type of resolution to change company name
special
Type of resolution to alter articles of association
special
Type of resolution to decrease share capital
special
Is approval needed from Board and/or Members when director identifies a conflict of interest?
Only disclosure to both is required
Does a director have duties once it vacates office?
Yes:
- to avoid conflict of duties
- to not accept benefits from 3rd parties
What happens when director enters contract in breach of their duties?
It can be rendered voidable at the option of the company
Penalty for directors who breach competition law?
up to 15 years disqualification
Are provisions that exclude directors from liability for breach of duty or negligence allowed?
they become void
What % of paid-up capital holders can request a general meeting?
5% or more
What % of S/H are needed for a sooner general meeting?
90% or more is needed for a meeting sooner than 14 days
Name 4 types of unfairly prejudicial relief that can be ordered by a court:
1) order to not alter articles
2) order authorising legal proceedings on behalf of co
3) order regulating future conduct
4) order for majority to buy out minority @ value b4 they were diminished by conduct of controlling S/H
Derivative claim
by a member, against a director, over an act of negligence/breach of duty/trust
- done on behalf of co
