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BLP > Members > Flashcards

Members Flashcards

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
Q

Ways to pass an S res

A

In meeting or in writing

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26
Q

How are GM called

A

Board res passed

Notice 14 clear days poss plus 48 hours

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27
Q

When must 48 hours be added to 14 clear days notice for GM

A

If notice by email or post assume recieved 48 hours after it is posted or emailed

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28
Q

Must companies hold a Gm every year

A

Public companies must

No such requirement for private companies

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29
Q

Do companies formed under CA2006 hold AGM

A

No not unless articles

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30
Q

Who must Ds give notice of GM to

A

All S
All D
Auditor

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31
Q

What format can GM notice take

A

Paper or electronic

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32
Q

What must be included in GM notice

A

Date time and place
General nature of business
If special res include the extract wording and Ss right to a proxy

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33
Q

Quorum at GM

A

2 unless only 1 S and then 1

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34
Q

How is votes cast at GM

A

Show of hands

Each S has one vote each

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35
Q

2 situations where S vote doesn’t count at GM

A

A res to buy back their shares

An ordinary res to ratify their breach of duty as a D

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36
Q

If individual is D and S and has interest in matter can they vote and count in quorum

A

No in board meeting but yes in GM

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37
Q

How are votes counted in poll vote

A

One vote for each share

Not one per S

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38
Q

When can a poll vote be demanded under MA

A

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
Q

At what point in the meeting can a poll vote be demanded

A

Before or during meeting either before or after vote

40
Q

Does a poll vote override show of hands

A

Yes

41
Q

When can a GM be held on short notice

A

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
Q

Can S pass written res

A

Private companies can but public companies cannot

43
Q

When can S require a GM

A

If they have 5% paid up share capital

Request must state general nature of business

44
Q

How long do D have to call a GM when S request it

A

Must call it within 21 days of request
Notice period 14-28 days
So max 21 plus 28 days

45
Q

How are votes cast for written res

A

Each S has one vote for each share they own

46
Q

When can an S require a written res

A

S with 5% of voting rights can require written res

Articles can reduce this 5% but cannot increase it

47
Q

When S request written res how long do D have to circulate it

A

Must circulate it within 21 days of request and S may be required to pay

48
Q

Types of shares

A

Ordinary - vote, attend GM, dividends
Preference: cumulative, non-cumulative and participating (receive profits or assets in addition to preference share rights)

49
Q

Can there be different types of ordinary shares

A

Yes and details are in articles otherwise they all rank equally

50
Q

What if there is a breach of the constitution

A

Constitution is a contract between S and S
And S and company
So remedy for breach of contract

51
Q

Who does a shareholder agreement bind

A

Only those S who choose to enter into it

52
Q

What can a shareholder agreement not do

A

Restrict an S who is also a D from voting a particular way at a board meeting

53
Q

Is a shareholder agreement private or public

A

Private

54
Q

Is there a remedy for breach of shareholder agreement

A

Yes

55
Q

Rights of S

A

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
Q

Can S circulate a written resolution and statement

A

Only if they hold 5% or more of shares

57
Q

Can S have company wound up

A

Yes by applying to court on grounds it is just and equitable

58
Q

What can S inspect without charge

A 
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
Q

What is a corporate S

How are they represented at GM

A

An S that is a company

They appoint a person to represent it at meetings

60
Q

When is a company a subsidiary

A

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
Q

What is a wholly owned subsidiary

A

No members except one company and it’s wholly owned subsidiaries

62
Q

What is a single member company

A

Only one shareholder

63
Q

What must you do if your company is a single member company

A

State this on S register and update it if the situation changes
Offence not to do this

64
Q

What info should be recorded on S reg if shares are held by 2 or more individuals jointly

A

Record both names but one address

Offence to breach this

65
Q

Who appoints or removed secretary and decides the terms on which they hold office

A

Directors by board res

AP03 and AP04 to CH within 14 days

66
Q

Do you need a register of secretaries

A

Yes but private companies can elect to file on to central reg at CH instead

67
Q

Do all companies need a secretary

A

Public companies must have one

Private companies - optional

68
Q

Is a secretary paid

A

Not always paid

69
Q

Who does the job of a secretary of there is no sec

A

D or someone else authorised by D

70
Q

What kind of authority does a Sec have

A

Apparent authority to enter into administrative contracts but not trading contracts

71
Q

What to do when a sec resigns or is removed

A

Use form TM02 to notify CH within 14 days

Update register of secs

72
Q

What if there is a change of info on sec register

A

Notify CH within 14 days using CH03 (human) or CH04 (corporate)

73
Q

What does an auditor do

A

They prepare reports on annual account to be sent to S

74
Q

Who appoints the auditor

A

D appoints the initial auditor and then S res after that

75
Q

What must accountants confirm about accounts

A

That they have been properly prepared and give a true and fair view of company

76
Q

Do auditors need to be re appointed each year

A

Auditors of private companies are deemed to be reappointed each year

77
Q

Are all companies subject to audit requirements

A

No small companies are exempt from audit requirements

Dormant companies can file abbreviated accounts and are exempt from audit

78
Q

Do auditors have a duty to care to S or potential S when conducting annual review

A

No - no proximity

79
Q

Can auditors be sued for negligence

A

Only by party being audited

80
Q

2 criminal offences for auditors

A

Knowingly or recklessly including deceptive or misleading material in auditors report

Omitting certain statements from the report which are required to be included

81
Q

What is an unfair prejudice petition

A

When S apply to court for a remedy because they feel they have been unfairly prejudice as an S

82
Q

Grounds of an unfair prejudice petition

A

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
Q

Who can make an unfair prejudice petition

A

S

84
Q

What kind of order can a court make for an unfair prejudice petition

A

Any order they think fit

85
Q

What is the test to determine an unfair prejudice petition

A

Objective test

Conduct must be prejudicial in that it causes harm to S and is unfair

86
Q

What are derivative claims

A

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
Q

Who is the claimant in a derivative claim

A

Company

88
Q

Who is the defendant in a derivative claim

A

Director

89
Q

What actions can a derivative claim be brought in relation to

A

Actual or proposed act or omission involving negligence, default, breach of duty or breach of trust

90
Q

When will the court give permission for a derivative claim to continue

A

When the evidence disclosed a prima facie case for continuing

91
Q

Who pays for a derivative claim

A

If permission is refused S must pay costs

If permission is granted company meets costs of claim plus S expenses if unsuccessful

92
Q

When will the court refuse permission for a derivative claim to progress

A

S isn’t promoting success of company

Act or omission have been authorised or ratified by company

93
Q

What will the court take into account when deciding if a derivative claim will progress

A

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

BLP (22 decks)

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