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Business Decision Making > Decision Making > Flashcards

Decision Making Flashcards

1
Q

What to file at Companies House on incorporation

A

IN01, memorandum, articles of association

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2
Q

Direct directors to refrain or refrain from taking a certain action

A

Special resolution

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3
Q

No of directors and shareholders limited company

A

Min 1 of each

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4
Q

Voting power of members

A

1 vote per shareholder unless agreement to the contrary

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5
Q

Declaration and payment of dividends

A

Recommended by directors, shareholder ordinary resolution

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6
Q

When is a company incorporated

A

On the date on the certificate, ignore postal date or when the company is on the website

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7
Q

Calling general meetings

A

14 days notice, except for AGM of plc 21 days notice

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8
Q

Reducing notice to call general meeting

A

Consent form must be signed with shareholders holding 90% of the nominal value

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9
Q

How to appoint a director

A

Either by board and ordinary resolution of members. Register within 14 days to CH (also update director’s details)

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10
Q

How to amend articles

A

Special resolution of shareholders

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11
Q

What must be filed at CH after a change in articles

A

New articles and special resolution of shareholders

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12
Q

Change the name of the company

A

Special resolution of shareholders, filed at CH within 15 days

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13
Q

Description of director in Companies Act

A

De jure director (properly appointed)

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14
Q

Issuing more shares in the same class (company incorporated after 2008)

A

no approval needed unless A o A says otherwise

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15
Q

What info should be kept at the registered office about directors

A

Register of directors and residential address

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16
Q

Pre-emption rights

A

Gives shareholders the right to purchase shares that are being transferred or issued before being offered to 3rd parties. Should be offered shares in the same class they already own and in proportion to an existing shareholding.

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17
Q

Decision making directors

A

Should be unanimous or majority at a properly called board meeting

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18
Q

Board meetings

A

Can be called by any director or secretary by giving notice. Can be on video, telephone as long as directors can express their views. Quorum is 2 unless changed by a decision of the directors. Can appoint the chair of the meeting that will have the casting vote.

date time and location, to each director

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19
Q

Conflicts of interest

A

Must declare direct and indirect interest. If a director is interested in a transaction, they should not be counted in the quorum.

20
Q

AGMs

A

No longer a requirement for private companies after CA 2006. Quorum is 2 unless there’s just 1 shareholder. Must be a chair of the meeting. No casting vote

21
Q

Notify of new partner change LLP

A

Within 14 days to Companies House

22
Q

Cease to be a partner LLP

A

Give notice to other members, notice to CH within 14 days

23
Q

Ltd name change

A

Special resolution, filed with CH within 15 days

24
Q

Payment of shares

A

All shares after formation must be fully paid up on allotment

25
Q

Charges or mortgages

A

Registered at CH within 21 days of creation

26
Q

Disapplication of pre-emption rights

A

Special resolution

27
Q

How long to keep minutes of all general meetings?

A

10 years

28
Q

How long to keep a copy of the director’s service contract

A

1 year after the term

29
Q

Confirmation statement

A

File within 14 days of the company’s accounting period, criminal offense

30
Q

Send copies of accounts

A

9 months (after the relevant accounting period) private companies, 6 months public

31
Q

Shareholder resolution to remove a director

A

28 days notice before the meeting, ordinary resolution

32
Q

How is a dividend approved?

A

proposed by board, Ordinary members resolution

33
Q

Shareholders request a general meeting

A

Request for shareholders together owning 5% or more. Directors must call it within 21 days and it must be held within 28 days of the request

50% owner can call it themselves

34
Q

Notice in advance of a general meeting

A

14 clear days for private (minus 15 from the date of the meeting), 21 for public

35
Q

Written resolution lapse

A

28 days including the date of circulation

36
Q

Order of creditors - statutory

A

Fixed charge holders.
Liquidators’ fees and expenses (some sources say this first)
Preferred creditors (employees wages, hmrc)
Floating charge holders.
Unsecured creditors.
Interest incurred on all unsecured debts post-liquidation.
Shareholders.

37
Q

Fixed charge creditors or mortgage in bankruptcy

A

If proceeds are not sufficient, could recover the balance lower down

38
Q

Floating charge assets

A

stock and inventory, cash/bank balance, planty and machinery, furniture, fittings etc

39
Q

Preferential debts

A

1 tier from 1 January 2020 (used to be 2)

  1. employees for remuneration due in the 4 months before the date of the winding-up resolution or petition, max 800 per employee plus accrued holiday pay, and for certain contributions owing to an occupational pension scheme.
  2. Crown - PAYE and national insurance, VAT (stop being preferential between 2002 and 2020)
40
Q

Prescribed part fund

A

Certain % of net property is secured for unsecured creditors (usually from money for floating charge)

41
Q

Floating charge creditors

A

Paid according to their priority (date) unless insufficient funds, then abate proportionately

42
Q

Unsecured creditors

A

Trade creditors

43
Q

Secured creditors being considered twice in bankruptcy

A

If the proceeds from the sale of the secured asset are insufficient to fully cover the debt, the secured creditor becomes an unsecured creditor for the remaining balance.

44
Q

Interest from unsecured debts from

A

Interest on debts from the commencement of winding up

45
Q

Postponed creditors

A

Check Articles of Association, may be preference in how they’re paid back

46
Q

Approval needed for service contract

A

New director service contract, shareholders don’t need to approve unless longer than 2 years

Business Decision Making (2 decks)

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