Corporate administration Flashcards
What are the requirements for a company secretary?
PLC’s must have a qualified Company Secretary
Private companies may appoint but are not required to.
Qualifications - Solicitor/Barrister/Accountant (ICAEW/ACCA/CIMA)
And appears capable of discharging the function through experience or other qualifications.
No statutory duties but typical duties would be:
1. Make returns to the registrar.
2. Keep the registers
3. Give notice and keep the minutes of meetings.
4. Has the authority to bind the company in contract (Admin in nature)
What are the requirements for a company Auditor?
Public companies must have an independent auditor who is appointed by the members in an ordinary resolution.
Must be qualified to sign off audit reports (ICAS/ICAEW/ACCA)
Duties - provide an opinion if the accounts are true, fair and properly prepared.
Can be removed by ordinary resolution with special (28 days) notice.
Resignation - by serving notice at the companies registered office, the company must inform companies house.
What is an annual general meeting
This must be called within 6 months of the end of the companies financial reporting period.
A company can be fined for not holding this meeting.
21 days notice of the meeting must be given to all members.
Usual business - Consider accounts, appoint auditors, elect directors and declare dividends.
Members can force the inclusion of a resolution if they have/are:
They hold 5% of the voting rights or
100 members holding an average of £100 of paid up share capital
What is a general meeting?
These are held as required, a PLC must hold a GM if serious loss of capital has occurred.
14 days notice of meeting must be given to members.
Business will be set by the person calling the meeting.
What is a class meeting?
Meeting of a class of share holders usually to consider variation of class rights. 14 day notice of meeting must be given.
What is a quorum?
2 persons holding or representing by proxy 1/3 of the nominal value of issued shares.
Who can call meetings?
Directors - power is delegated in the articles.
Members - if they hold 5% of paid up voting capital or voting rights. In this case the directors must call the meeting within 21 days of the member request.
Resigning auditor - to explain reasons for resignation
Court - on application of Director or member.
What must the notice of a meeting contain?
Date/Time/ Place
General nature of the meeting
Text of any special resolutions.
What are the different types of resolutions?
Ordinary - requires greater than 50% of the vote to pass and should be notified to the registrar only if required by statute. Used when a special resolution is not required.
Special - Requires 75% or more of the vote, must be notified to the registrar within 15 days, used where the law or articles requires it.
Written - for private companies only, must have same majority as if in GM, if 75% majority must be notified to the registrar.
