Company Procedure/Decision Making (SGSs 2,5)

Question 1

Notice that must be given for BM

Answer 1

Reasonable notice (Browne v La Trinidad)

Question 2

Directors have a general power to exercise all the powers of the company

Answer 2

MA 3

Question 3

Director can call a BM by giving notice of the meeting to the other directors

Answer 3

MA 9(1)

Question 4

Notice of a board meeting must include:

Answer 4

Date, time, venue and method of communication (if not all in same place)

MA 9(2)

Question 5

The quorum for a BM is two, unless AA state otherwise

Answer 5

MA 11(2)

Question 6

One director can be a Chairman and have a casting vote in the event of a deadlock

Answer 6

MA 13

Question 7

Decisions at a BM are passed on a simple majority

Answer 7

MA 7(1)

Question 8

Decisions by directors can be made without a meeting (i.e. written resolution) if decision is unanimous

Answer 8

MA 7(1) and MA 8

Question 9

If a director abstains from voting on a decision, are they counted towards the number of people voting on the issue?

Answer 9

No, so on a board 5 directors, and one abstains, have to count votes out of 4.

Question 10

Directors must ensure that the company keeps a written record of every decision made by the directors for at least 10 years

Answer 10

MA 15

s.248(2) CA 2006

Question 11

Directors can call a GM

Answer 11

s.302 CA 2006

Question 12

Quorum required for a GM is 2 (unless company only has one member)

Answer 12

s.318(2) CA 2006

Question 13

At least 14 days’ notice must be given of a GM.

This is 14 clear days

Answer 13

s. 307(1) CA 2006

s. 360(1) CA 2006

Question 14

Ordinary Resolutions require a simple majority in order to pass

Answer 14

s.282(1) CA 2006

Question 15

Special Resolutions require ‘not less than 75%’ in order to pass

Answer 15

s.283(1) CA 2006

Question 16

Normal method for passing a resolution at a GM is by a show of hands
Each member having one vote

Answer 16

MA 42

Question 17

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

Answer 17

MA 44(2)

Question 18

When voting on a poll, every shareholder has one vote in respect of each share held by him/her

Answer 18

s.284(3)(a) CA 2006

Question 19

A poll can be demanded before the meeting, or at the meeting either before or immediately after a show of hands has taken place

Answer 19

MA 44(1)

Question 20

A GM can be held by shorter notice if agreed by the members

Answer 20

s.307(4) CA 2006

Question 21

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

Answer 21

s.307(5) and (6)(a) CA 2006

Question 22

A written resolution can be proposed by either the directors or (if a sufficient number agree) the shareholders

Answer 22

s.288(3) CA 2006

Question 23

There are some resolutions (such as removing a director or the company’s auditors) that cannot be passed using the written resolution procedure

Answer 23

s.288(2) CA 2006

Question 24

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

Answer 24

s. 291(2) CA 2006

s. 291(4) CA 2006

Question 25

Written Resolution: A company may submit written resolutions to its members in hard copy form, in electric form or by means of a website

Answer 25

s.291(3)(a) CA 2006

Question 26

Written Resolution: A written resolution is passed when the required majority of eligible members have signified their agreement to it

Answer 26

s.296(4) CA 2006

Question 27

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.

Answer 27

s.283(2) CA 2006

Question 28

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’.

Answer 28

s.297(1)(a)&(b) CA 2006

Question 29

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).

Answer 29

s.1147(2)(b) CA 2006

Question 30

Relevant statute for written resolutions proposed by shareholders

Answer 30

s.292 CA 2006

Question 31

Members can be required to pay any costs associated with circulating a written resolution

Answer 31

s.294(1) CA 2006

Question 32

Written Resolutions: Unlike the normal rule for GM votes, each member has one vote per share

Answer 32

s.284(1)(a) CA 2006

unless articles say otherwise

Question 33

Written resolution: The ‘circulation date’ is the date copies of the resolution are circulated to members

Answer 33

s.290 CA 2006

Question 34

Written Resolution: A written ordinary resolution is passed if it is passed by a simple majority

Answer 34

s.282(2) CA 2006

Question 35

Companies should keep a copy of all meetings and resolutions

Answer 35

s.355 CA 2006

even if a single member company, s.357

Question 36

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

Answer 36

s.307(5) and (6)(b) CA 2006

Question 37

Where the type of resolution required is not specified, it is an ordinary resolution

Answer 37

s.281(3) CA 2006

Question 38

Copy of resolutions affecting constitution to be filed at CH within 15 days

Answer 38

s.30(1) CA 2006

Question 39

Form required for change of name

Answer 39

NM01

Question 40

Form required for change of registered office

Answer 40

AD01