Formation of Company Flashcards
how to amend articles of association?
special resolution and must be bona fide in interests of the company as a whole.
how to incorporate a company from scratch>
must file at companies house:
1. company’s memorandum.
2. articles (if not using model)
3. fee.
4. application for registration (form IN01)
When does a company become a legal entity?
from the date on which the certificate of incorporation is issued by Companies house.
Cannot enter into contracts before this time, if toy do you are personally liable for purporting to enter that contract.
how to set up a shelf company?
make following changes…
name- by special resolution.
articles- by special resolution.
new registered office.
new appointment of directors- board resolution.
when must a shareholder resolution be filed?
within 15 days of being passed.
what is a show of hands vote vs a poll?
- Show of hands- each shareholder who is present will be entitled to one vote, regardless of the number of shares held.
- depends on who is present (e.g if only 3 are present and all vote for a motion it will pass).
- Poll- every shareholder has one vote in respect of each share held by them.
who can demand a poll vote?
- The chairperson of the meeting;
- The directors;
- Two or more persons having the right to vote on the resolution; or
- A person or persons representing at least 10% of the total voting rights of all the shareholders entitled to vote on the resolution
when can a written resolution be used?
ONLY PRIVATE COMPANIES.
however cannot be used for removal of a director and removal of an auditor.
what notice must be given for general meetings and what is the quorum?
14 clear days notice.
minimum two shareholders present.
how to shorten a notice for a general meeting?
if this is agreed by….
1. a majority in number of the members who,
2. together hold shares with a nominal value of not less than 90% of the total nominal value of the shares** which give the right to attend and vote at the GM.
what happens if a public company’s net assets are 50% or less of its called-up share capital?
directors under an obligation to convene a general meeting to consider the problem.
cannot make a distribution if its total net assets are less than the aggregate of its called-up share capital and undistrutable reserves.
can public companies use written resolutions?
NO!
how can a public company re-register as a private company?
special resolution.
what is the minimum amount of people a public company needs?
one member, two directors and a company secretary.
how are votes counted for written resolutions?
one vote in respect of each share held by them.
what is the process for a shareholder vote?
- BM first to call the GM.
- GM needed for shareholders to vote on a proposed transaction.
- Further BM required to put into effect the outcome of the shareholder vote.
- Post meeting matters.
what are the forms needed to appoint new directors and a new company secretary?
Form TM01 for directors and TM02 for secretary to be filed at companies house.
