Directors

Question 1

MA 3

Answer 1

The board is a company with MA is usually free to make decisions on behalf of the company on all other matters

Question 2

MA 5

Answer 2

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

Question 3

What is a de jure director?

Answer 3

A director who has been validly appointed at law

Question 4

S154 CA 2006

Answer 4

• a private limited company must have at least one director
• a public limited company must have at least two directors

Question 5

S155(1) CA 2006

Answer 5

Every company must have at least one director who is a natural person

Question 6

S157 CA 2006

Answer 6

A person may not be appointed as director unless they are at least 16 years old

Question 7

ECCTA amendment - s159A into CA 2006

Answer 7

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

Question 8

S251(1) CA 2006

Answer 8

A shadow director is a person in accordance with those directions or instructions the directors of the company are accustomed to act

Question 9

S251(2) CA 2006

Answer 9

Professional advisers are not regarded as shadow directors

Question 10

S270(1) CA 2006

Answer 10

A private company is not required to have a company secretary, unless the Articles require it to have one

Question 11

S270(3)(b) CA 2006

Answer 11

If a private company does not have a company secretary, the directors may do anything that the secretary was required or authorised to do

Question 12

S271 CA 2006

Answer 12

A public company must have a company secretary

Question 13

MA17 - appointment of directors

Answer 13

States that companies may appoint a director by:
- ordinary resolution (17(1)(a))
- or by a decision of the directors (17(1)(b))

Question 14

S188 CA 2006

Answer 14

Shareholder approval is required to enter into long term service contracts

Question 15

S162(1) CA 2006

Answer 15

Every company must maintain a register of its directors

Question 16

S275(1) CA 2006

Answer 16

Every company must maintain a register of its secretaries

Question 17

S167 CA 2006

Answer 17

Each company must notify the Registrar of Companies of changes relating to its directors

Question 18

S276 CA 2006

Answer 18

Each company must notify the Registrar of Companies of changes to its secretaries

Question 19

S1085(1) CA 2006

Answer 19

The information kept at Companies House is available for inspection by the public

Question 20

S163(1) CA 2006; A company’s register of directors must contain the following of each individual:

Answer 20

• 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

Question 21

MA 17(1)(a)

Answer 21

A company using the model articles can appoint and remove directors by ordinary resolution of the shareholders

Question 22

MA17(1)(b)

Answer 22

Companies using MA can appoint and remove directors by a decision of the directors

Question 23

S228 CA 2006

Answer 23

The company has an obligation to keep it’s directors’ service contracts at it’s registered office for inspection by the members

Question 24

MA19

Answer 24

The terms of an individual director’s service contract are for the board to determine