Formation of a company, its officers and the Director's duties Flashcards
Where can you find the registration documents requirements needed for incorporate of a new company to be registered at Companies House?
s9 CA 2006
What is a shelf company?
One that has been set up in advance by a company registration agent / law stationer
Can a company’s name be changed?
Yes, by special resolution / other means provided in AOA - s77(1) CA 2006
When does the company become a legal entity?
From the date of incorporation on the certificate of incorporation - s15 CA 2006
What are a company secretary’s main duties?
1) Keep the company books up to date
2) Produce minutes of board and general meetings
3) Make sure all necessary filing are made at Companies House
Where is director defined in the CA 2006?
s250
Where is a shadow director defined in the CA 2006?
s.251
A person ‘in accordance with whose directors/instructions the directors of the company are accustomed to act’
What types of directors are there?
1) Executive director (officer + employee [service contact] = salary)
2) Non-executive director (officer = director’s fees)
3) Shadow director
What does Art.17(1) MA deal with?
The appointment of directors
What is the effect of Art.19 MA?
The terms of an individual director’s service contract are for the board to determine
Where can you find long-term service contracts for directors in the CA 2006?
s.188
Service contract provides for a director’s employment to have a guaranteed term of 2years+ = shareholder approval
Where can the statutory general duties be found for a director?
s.170 CA 2006
Duty to act within powers
s.171 CA 2006
Duty to promote the success of the company
s.172 CA 2006
Duty to exercise independent judgement
s.173 CA 2006
