Company Revision Deck Flashcards
What registers are private companies required to keep? Who can inspect them?
Can be inspected by members for free and by public for a fee
- register of members
- register of directors
- register of secretaries
- register of changes against the companies assets
- register of people with significant control
What needs to be filed annualy at CH and when?
Annual Confirmation Statement
- within 14 days of end of review period/anniversary of incorporation
- failure to file in time is an offence
Accounts
- 9 months of end of accounting period private companies
- 6 months of end of accounting period public
ONLY Med and Large Companies (if over 50 employees or £10m turnover)
Directors Report
- states names of directors
- recommended amount (if any of) dividends that should be paid
Strategic Report
- is a balanced and comprehensive review of companies development and performance
- to inform members of company and directors performance
Contents of Accounts that are filled with CH
- company number, nature (public, limed by share etc.) and location
- balance sheet for last day of finical period
- statement of profit and loss
- directors must approve accounts, stating that they are true and fair
- if over £10m in turnover or over 50 employees must be audited
For what and when must company update CH of changes?
Change Company Name
- copy of special resolution (or statement that change was made per articles)
All Special Resolutions
- filled in 15 days
- including copy of resolution
Change in Directors
- including appointment/removal or adress
- 14 days
- update local register
Ordinary resolution to allow new shares
- 15 days
Reduction in capital (by special resolution)
- 15 days
- statement of solvency
Issuance of new shares
- any ordinary resolution 15 days
- notification of issuance in 1 month
Change in Adress
- effective on notification given
Charges
- 21 days
- certified copy and fees
Change in Articles
- 15 days
- including new articles
When are preemption rights engaged
When new shares are issued for cash
And if it is not restricted under articles
Does not apply to preference shares
Registration of charges
Charges must be registered at CH in 21 days of creation. Inc:
- certified copy of charge and fees
- registered with land register if land
Failure means
- renders charge void against liquidator, administrators and other creditors
- therefore registration often done by lender
Notice for Calling Shareholder Meeting (to who, what must it include and timing)?
To be given to all (in writing or electronically):
- directors,
- shareholders,
- PR’s of deceased shareholders, - trustees of bankrupt shareholders; and
- auditor
Content
- company name, time and date, place of meeting, general nature of business, statement of right to appoint a proxy
- full text of any special resolution
Timing normal meetings
- notice must be given with at least 14 clear days (Articles can provide for more) (count 15)
- if not hand delivered then 2 days for deemed service (count 17)
Timing AGM
- 21 clear days notice
- if not hand delivered then 2 days for deemed service (count 17)
Requirements for short notice shareholder meeting
Short Notice if agreed by either:
- majority in number of shareholders who also hold 90% of shares
- cannot be used if documents must be laid out at registered office for 15 days prior to meeting
Methods of voting at shareholder meeting /and requirements
Normal Method
- show of hands
- each member = one vote
Poll Vote
- one share = one vote
- Can be demanded by 5+ shareholders, shareholders with 10%+ of voting rights or shareholders with 10%+ of paid up capital
When can written resolutions for shareholder resolutions be used? When not? Who can demand them?
Can be used:
- by private companies only
Cannot be used:
- to dismiss director or auditor
Can be decided/demanded by:
- board; or
- shareholders who hold 5%+ of total voting rights
Matters requiring Ordinary Resolution of shareholders
- appointment and removal of auditor or director
- declaration of dividends
- directors decision to allot shares
- substantial property transactions involving directors with personal interest
- ratification of breach of duty by director
- director service contract over 2 years
- loans to directors
- payment to directors for loss of office
When can a shareholder call a shareholder meeting? What is the process?
shareholder must have 5%+ of paid-up voting capital can require directors to call
Directors to call one in 21 days of receipt of request
must happen within 28 days of notice calling meeting
if directors fail to call one requesting shareholder, or any shareholder with at least 50% of voting rights can call it
shareholder is entitled to reimbursement for reasonable expenses
How do written shareholder resolutions work? What must be included in them?
Private Companies Only
Voting
- same as normal (ordinary or special)
- always on poll vote
- but must be percentage of all shareholders entitled to vote
- generally lapses in 28 days from and including circulation date
Contents
- must be circulated to all voting members
- statement informing how to signify agreement and when resolutions will lapse
- any docs which must be left at registered office for 15 days prior
- any docs available at general shareholders meeting
Directors Duties (who are they owed to and what are they)?
Duties are to company and not members
Fiduciary duties (act in good faith in interest of the company)
- duty to act within powers
- duty to promote success of company
- duty to exercise reasonable car, skill and diligence
- duty to exercise independent judgement
- duty to avoid conflict of interest
- duty not to accept benefits from 3rd parties
- duty to declare interest in propose or existing transactions or arrangements
Can a company make loans to directors
No cannot make
- loans,
- guarantee or
- give security for loan
UNLESS transaction has been approved by members of company
