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1
Q

Time required to call a GM on full notice

A

14 clear days

Day notice given and day of meeting not counted

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2
Q

Who to send notice to when calling GM on full notice

A

S310- every member and director

S520- also all appointed auditors

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3
Q

Format of notice for GM

A

S308- can be hard copy or electronic

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4
Q

S283(6)(a) special resolution at GM

A

Full text must be presented at GM

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5
Q

Leg to add 48 hours to notice so document is deemed to be received 48 hours after it was send

A

S1147

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6
Q

How to call a GM

A

Directors must pass board resolution and give notice

Quorum not applicable if board meeting only to call a GM

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7
Q

How can shareholders call a GM

A

S305- shareholders may do it if they have more than half total voting rights in company
Must hold 5% paid up share capital to do this
S303- first must ask directors to call one
Directors must pass a resolution in 21 days otherwise shareholders can demand a GM

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8
Q

How can auditors call a GM

A

S519- May call a GM on their resignation

Must provide a statement of circumstances

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9
Q

Distribution of votes in show of hands

A

Every shareholder has one vote each S284(2)

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10
Q

Distribution of votes in poll

A

One vote for every share they own S 284(3)

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11
Q

What if a show of hands is not a majority

A

A poll can be demanded S321(1)

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12
Q

When must a poll vote happen

A 
If requested by 
Chairman
Directors 
any two shareholders or 
any shareholder with 10% shares
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13
Q

How to file a special resolution

A

S30- file copy of special resolution at CH within 15 days

S355(1) keep records of resolutions passed at GM for 10 years at registered office

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14
Q

Leg allowing a GM to be called on short notice

A

S307(4) if members agree

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15
Q

Requirements to call a GM at short notice

A

Majority of members with right to attend and vote agree S307(5)
AND
These shareholders must hold 90% of voting rights between them S307(5)(a)

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16
Q

What can a written resolution NOT be used for

A

To dismiss a director
To dismiss an auditor

These need a GM

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17
Q

Distribution of votes for written resolution

A

1 vote per share unless articles state otherwise

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18
Q

How to create a written resolution

A

Directors pass board resolution to initiate the procedure S291(1)
Or shareholders can requires one with a statement - must have at least 5% of voting shares- S292(3)
Must be circulated to all members entitled to vote S292(2)
Send statement explaining how to agree and deadline

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19
Q

How to pass a written resolution

A

Must be passed within 28 days of circulation date
S296(1) to agree members must provide authenticated document identifying resolution and agreeing
S30- file copies with the registrar within 15 days
S355(1)- keep copy for ten years in registered office

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20
Q

How to change the company articles

A

S21- special resolution
S26- send to registrar within 15 days
Decision effective immediately after resolution passed

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21
Q

How to change the company name

A

Special resolution
S78- notice to registrar 15 days
Form NM01
S81- new name takes effect on date new certificate of incorporation issued

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22
Q

2 cateogories of shareholder decision

A

Decisions S makes that once decided D cannot revoke or refuse

Decisions where S give D permission

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23
Q

How many votes needed for ordinary S res

A

Over half

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24
Q

How many votes needed for special S res

A

75% or over

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25
Ways to pass an S res
In meeting or in writing
26
How are GM called
Board res passed | Notice 14 clear days poss plus 48 hours
27
When must 48 hours be added to 14 clear days notice for GM
If notice by email or post assume recieved 48 hours after it is posted or emailed
28
Must companies hold a Gm every year
Public companies must | No such requirement for private companies
29
Do companies formed under CA2006 hold AGM
No not unless articles
30
Who must Ds give notice of GM to
All S All D Auditor
31
What format can GM notice take
Paper or electronic
32
What must be included in GM notice
Date time and place General nature of business If special res include the extract wording and Ss right to a proxy
33
Quorum at GM
2 unless only 1 S and then 1
34
How is votes cast at GM
Show of hands | Each S has one vote each
35
2 situations where S vote doesn’t count at GM
A res to buy back their shares | An ordinary res to ratify their breach of duty as a D
36
If individual is D and S and has interest in matter can they vote and count in quorum
No in board meeting but yes in GM
37
How are votes counted in poll vote
One vote for each share | Not one per S
38
When can a poll vote be demanded under MA
Chair demands it Ds demand it 2 or more persons with right to vote on res demand it Person or persons representing not less than 1/10 of total voting rights of all the Ss having the right to vote on the res
39
At what point in the meeting can a poll vote be demanded
Before or during meeting either before or after vote
40
Does a poll vote override show of hands
Yes
41
When can a GM be held on short notice
A majority of Ss who between them hold 90% or more of voting shares consent 95% for public companies Once percentage consent it can be held immediately
42
Can S pass written res
Private companies can but public companies cannot
43
When can S require a GM
If they have 5% paid up share capital | Request must state general nature of business
44
How long do D have to call a GM when S request it
Must call it within 21 days of request Notice period 14-28 days So max 21 plus 28 days
45
How are votes cast for written res
Each S has one vote for each share they own
46
When can an S require a written res
S with 5% of voting rights can require written res | Articles can reduce this 5% but cannot increase it
47
When S request written res how long do D have to circulate it
Must circulate it within 21 days of request and S may be required to pay
48
Types of shares
Ordinary - vote, attend GM, dividends Preference: cumulative, non-cumulative and participating (receive profits or assets in addition to preference share rights)
49
Can there be different types of ordinary shares
Yes and details are in articles otherwise they all rank equally
50
What if there is a breach of the constitution
Constitution is a contract between S and S And S and company So remedy for breach of contract
51
Who does a shareholder agreement bind
Only those S who choose to enter into it
52
What can a shareholder agreement not do
Restrict an S who is also a D from voting a particular way at a board meeting
53
Is a shareholder agreement private or public
Private
54
Is there a remedy for breach of shareholder agreement
Yes
55
Rights of S
Attend GM and vote Send proxy to GM Poll vote Notice of GM Apply to court to call a GM if not able to call one otherwise Dividend Remove D and auditor by ordinary res Circulation of a written statement of up to 1000 words regarding any res or business to be dealt with at GM Receive a copy of annual accounts and reports Injunction to prevent breach of constitution
56
Can S circulate a written resolution and statement
Only if they hold 5% or more of shares
57
Can S have company wound up
Yes by applying to court on grounds it is just and equitable
58
What can S inspect without charge
``` Mins of GM S res passed other than at GM All statutory registers Ds service contract and indemnities Any contracts relating to company’s purchase of own shares ```
59
What is a corporate S | How are they represented at GM
An S that is a company | They appoint a person to represent it at meetings
60
When is a company a subsidiary
When it is a subsidiary of another subsidiary Holding company had majority of voting rights Holding company is member an can appoint or remove majority of Ds Holding company is a member and controls alone, persuant to agreement with other members, a majority of voting rights
61
What is a wholly owned subsidiary
No members except one company and it’s wholly owned subsidiaries
62
What is a single member company
Only one shareholder
63
What must you do if your company is a single member company
State this on S register and update it if the situation changes Offence not to do this
64
What info should be recorded on S reg if shares are held by 2 or more individuals jointly
Record both names but one address | Offence to breach this
65
Who appoints or removed secretary and decides the terms on which they hold office
Directors by board res | AP03 and AP04 to CH within 14 days
66
Do you need a register of secretaries
Yes but private companies can elect to file on to central reg at CH instead
67
Do all companies need a secretary
Public companies must have one | Private companies - optional
68
Is a secretary paid
Not always paid
69
Who does the job of a secretary of there is no sec
D or someone else authorised by D
70
What kind of authority does a Sec have
Apparent authority to enter into administrative contracts but not trading contracts
71
What to do when a sec resigns or is removed
Use form TM02 to notify CH within 14 days | Update register of secs
72
What if there is a change of info on sec register
Notify CH within 14 days using CH03 (human) or CH04 (corporate)
73
What does an auditor do
They prepare reports on annual account to be sent to S
74
Who appoints the auditor
D appoints the initial auditor and then S res after that
75
What must accountants confirm about accounts
That they have been properly prepared and give a true and fair view of company
76
Do auditors need to be re appointed each year
Auditors of private companies are deemed to be reappointed each year
77
Are all companies subject to audit requirements
No small companies are exempt from audit requirements | Dormant companies can file abbreviated accounts and are exempt from audit
78
Do auditors have a duty to care to S or potential S when conducting annual review
No - no proximity
79
Can auditors be sued for negligence
Only by party being audited
80
2 criminal offences for auditors
Knowingly or recklessly including deceptive or misleading material in auditors report Omitting certain statements from the report which are required to be included
81
What is an unfair prejudice petition
When S apply to court for a remedy because they feel they have been unfairly prejudice as an S
82
Grounds of an unfair prejudice petition
An actual or proposed act or omission is or would be prejudicial The company’s affairs have been conducted in a manner that is unfairly prejudicial to the interests of S
83
Who can make an unfair prejudice petition
S
84
What kind of order can a court make for an unfair prejudice petition
Any order they think fit
85
What is the test to determine an unfair prejudice petition
Objective test | Conduct must be prejudicial in that it causes harm to S and is unfair
86
What are derivative claims
A claim instigated by S for a wrong done to a company which has arisen from act or omission of D When board refuses to take action it allows S to do it instead Need permission to progress with claim
87
Who is the claimant in a derivative claim
Company
88
Who is the defendant in a derivative claim
Director
89
What actions can a derivative claim be brought in relation to
Actual or proposed act or omission involving negligence, default, breach of duty or breach of trust
90
When will the court give permission for a derivative claim to continue
When the evidence disclosed a prima facie case for continuing
91
Who pays for a derivative claim
If permission is refused S must pay costs | If permission is granted company meets costs of claim plus S expenses if unsuccessful
92
When will the court refuse permission for a derivative claim to progress
S isn’t promoting success of company | Act or omission have been authorised or ratified by company
93
What will the court take into account when deciding if a derivative claim will progress
Obliged to have regard to views of S with no personal interest in the matter If S is acting in good faith Is there an action S could persue in their own right Importance someone acting in good faith to promote success of company would attach to claim

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