Directors Flashcards
MA 3
The board is a company with MA is usually free to make decisions on behalf of the company on all other matters
MA 5
Allows the board to delegate particular decisions and responsibilities for the day to day running of the company to one of the directors or to a committee
What is a de jure director?
A director who has been validly appointed at law
S154 CA 2006
- a private limited company must have at least one director
- a public limited company must have at least two directors
S155(1) CA 2006
Every company must have at least one director who is a natural person
S157 CA 2006
A person may not be appointed as director unless they are at least 16 years old
ECCTA amendment - s159A into CA 2006
Prohibits a person from being appointed as a company director if that person is disqualified under director disqualification legislation, unless they have permission from the courts
S251(1) CA 2006
A shadow director is a person in accordance with those directions or instructions the directors of the company are accustomed to act
S251(2) CA 2006
Professional advisers are not regarded as shadow directors
S270(1) CA 2006
A private company is not required to have a company secretary, unless the Articles require it to have one
S270(3)(b) CA 2006
If a private company does not have a company secretary, the directors may do anything that the secretary was required or authorised to do
S271 CA 2006
A public company must have a company secretary
MA17 - appointment of directors
States that companies may appoint a director by:
- ordinary resolution (17(1)(a))
- or by a decision of the directors (17(1)(b))
S188 CA 2006
Shareholder approval is required to enter into long term service contracts
S162(1) CA 2006
Every company must maintain a register of its directors
S275(1) CA 2006
Every company must maintain a register of its secretaries
S167 CA 2006
Each company must notify the Registrar of Companies of changes relating to its directors
S276 CA 2006
Each company must notify the Registrar of Companies of changes to its secretaries
S1085(1) CA 2006
The information kept at Companies House is available for inspection by the public
S163(1) CA 2006; A company’s register of directors must contain the following of each individual:
- name and any former name
- a service address
- country or state in which they are usually resident
- nationality
- business occupation (if any)
- date of birth
MA 17(1)(a)
A company using the model articles can appoint and remove directors by ordinary resolution of the shareholders
MA17(1)(b)
Companies using MA can appoint and remove directors by a decision of the directors
S228 CA 2006
The company has an obligation to keep it’s directors’ service contracts at it’s registered office for inspection by the members
MA19
The terms of an individual director’s service contract are for the board to determine
