Managing the company Flashcards
what is the company’s constitution?
the company’s governance system
what must all companies have - S18 CA 2006
a set of articles
what are the articles of association and what does the CA 2006 provide in relation to them
company’s internal rule book
CA provides a set of Model Articles
companies may use the model articles, amend them or exclude them
how can the articles of association be amended?
s21 CA - articles may be amended at any time by special resolution - 75% majority
what does s22 CA 2006 give companies the right to do in relation to the articles of association?
entrench certain provisions
entrenchment can only take effect at the time the company is formed or by an amendment agreed by all members unanimously
where is ownership and where is control?
ownership is with the shareholders and directors are responsible for day-to-day management
what does s33 CA 2003 make clear?
that a contract is created by the articles of association
the articles create a contract between the company and the members, and between every member and other member
in line with the Hickman principles who can enforce the articles?
- you must be a member
- is the right a membership right?
according to s21 CA 2006, how can the articles be amended?
by special resolution
what is a membership right?
the rights attached to your shares - right to vote, right to attend meetings, right to receive dividends
