Limited Company Flashcards
What are model articles?
Internal rule book of rules & contract between company & shareholders and each other
Who needs to be entered on the PSC register?
A shareholder who:-
Holds more than 25% of shares
Has more than 25% of voting rights
Have the right to appoint/ remove the majority of the board
These are known as persons with significant control
What is the memorandum of association?
Statement of intention to form a company and be a shareholder with at least 1 share
When a certificate of incorporation is issued what is the company also given?
Registration number
When fixing an accounting reference date in the first board meeting, if not chosen what date is used?
Last day of the month of incorporation
How long should BM/GM minutes be kept?
10 years
Does PSC needed to be filed at CH
Yes
Who usually calls GMs?
Directors
When can a shareholder request a director to call a GM?
When the shareholder has at least 5% paid up shares capital with voting rights.
How long does the director have to sort a GM called by a shareholder?
21 days from request to call a GM
28 days from calling GM to the meeting
What happens if the director does not call the GM from a shareholder?
Shareholder may call the meeting themselves and recover any costs from the company
Is it a criminal offence to not file accounts every year
Yes
Who is exempt for accounts to be audited?
SMALL COMPANIES
what is a small company?
Two or more :-
Turnover of no more than 10.2 million
Balance sheet no more than 5.1 millio
Not more than 50 employees
What must a director also file with accounts?
Financial report
Is a small company subject to filing a financial report?
No
How long does a company have to file accounts?
9 months from accounting reference period
What must also be filed at the end of each year within 14 days of the date of the COI?
Confirmation statement
When do resolution need to be filed for each?
BR never
OR not usually with one exception
SR Always
What is a non executive director?
A person who hold the office of director. They do not work for the company. Can be paid expenses
What is an executive director?
A director who holds office of director and is in a paid position. Usually have a specific title
Does shareholders owe a fiduciary duty to the company
no they can act in their own interests
Why are SHs approval needed for fixed term Ds contracts
Because these contracts could lead to significant liability if wrongfully terminated
How many members must a company have?
At least one
