Company Procedure/Decision Making (SGSs 2,5) Flashcards
Notice that must be given for BM
Reasonable notice (Browne v La Trinidad)
Directors have a general power to exercise all the powers of the company
MA 3
Director can call a BM by giving notice of the meeting to the other directors
MA 9(1)
Notice of a board meeting must include:
Date, time, venue and method of communication (if not all in same place)
MA 9(2)
The quorum for a BM is two, unless AA state otherwise
MA 11(2)
One director can be a Chairman and have a casting vote in the event of a deadlock
MA 13
Decisions at a BM are passed on a simple majority
MA 7(1)
Decisions by directors can be made without a meeting (i.e. written resolution) if decision is unanimous
MA 7(1) and MA 8
If a director abstains from voting on a decision, are they counted towards the number of people voting on the issue?
No, so on a board 5 directors, and one abstains, have to count votes out of 4.
Directors must ensure that the company keeps a written record of every decision made by the directors for at least 10 years
MA 15
s.248(2) CA 2006
Directors can call a GM
s.302 CA 2006
Quorum required for a GM is 2 (unless company only has one member)
s.318(2) CA 2006
At least 14 days’ notice must be given of a GM.
This is 14 clear days
s. 307(1) CA 2006
s. 360(1) CA 2006
Ordinary Resolutions require a simple majority in order to pass
s.282(1) CA 2006
Special Resolutions require ‘not less than 75%’ in order to pass
s.283(1) CA 2006
Normal method for passing a resolution at a GM is by a show of hands
Each member having one vote
MA 42
A poll vote can be demanded by:
the Chairman of the meeting;
the Directors;
Two or more people with the right to vote on the resolution; or
Shareholder(s) with at least 10% of the rights to vote on the resolution
MA 44(2)
When voting on a poll, every shareholder has one vote in respect of each share held by him/her
s.284(3)(a) CA 2006
A poll can be demanded before the meeting, or at the meeting either before or immediately after a show of hands has taken place
MA 44(1)
A GM can be held by shorter notice if agreed by the members
s.307(4) CA 2006
A private company can agree to a shorter notice period if shareholders who are both a majority in number of eligible voters and represent at least 90% of eligible share capital agree
s.307(5) and (6)(a) CA 2006
A written resolution can be proposed by either the directors or (if a sufficient number agree) the shareholders
s.288(3) CA 2006
There are some resolutions (such as removing a director or the company’s auditors) that cannot be passed using the written resolution procedure
s.288(2) CA 2006
Written Resolution: The company must provide a copy of the resolution to every eligible member, accompanied by a statement informing members how to signify their agreement and the time frame for doing so
s. 291(2) CA 2006
s. 291(4) CA 2006
Written Resolution: A company may submit written resolutions to its members in hard copy form, in electric form or by means of a website
s.291(3)(a) CA 2006
Written Resolution: A written resolution is passed when the required majority of eligible members have signified their agreement to it
s.296(4) CA 2006
Written Resolution: A written special resolution is passed if it is passed by members representing not less than 75% of the total voting rights of eligible members.
s.283(2) CA 2006
Written Resolution: A proposed written resolution will lapse if it is not passed before the period specified in the company’s articles or, if none is specified, the period of 28 days beginning with the circulation date’.
s.297(1)(a)&(b) CA 2006
Any document sent by post is deemed to have been received by recipient 48 hours after it was posted (including notices). This only includes working days (not weekends or bank holidays).
s.1147(2)(b) CA 2006
Relevant statute for written resolutions proposed by shareholders
s.292 CA 2006
Members can be required to pay any costs associated with circulating a written resolution
s.294(1) CA 2006
Written Resolutions: Unlike the normal rule for GM votes, each member has one vote per share
s.284(1)(a) CA 2006
unless articles say otherwise
Written resolution: The ‘circulation date’ is the date copies of the resolution are circulated to members
s.290 CA 2006
Written Resolution: A written ordinary resolution is passed if it is passed by a simple majority
s.282(2) CA 2006
Companies should keep a copy of all meetings and resolutions
s.355 CA 2006
even if a single member company, s.357
A public company can agree to a shorter notice period if shareholders who are both a majority in number of eligible voters and represent at least 95% of eligible share capital agree
s.307(5) and (6)(b) CA 2006
Where the type of resolution required is not specified, it is an ordinary resolution
s.281(3) CA 2006
Copy of resolutions affecting constitution to be filed at CH within 15 days
s.30(1) CA 2006
Form required for change of name
NM01
Form required for change of registered office
AD01
