members and meetings Flashcards
what are members?
shareholders
what does s112 say about members?
they are:
Subscribers to the company’s memorandum who are deemed to agree to become members when the company is created, and
Every other person who agrees to become a member and whose name is entered on the register of members
how many members are required for a private company?
one
what must every company keep - s113?
every company must keep a register of members
what must the register of members include?
Names and addresses of members
Dates of when each member became a member (or ceased to be a member)
The number, class and amount paid up on the shares (if the company has a share capital)
If the company has no share capital, but more than one class of member, then a statement the class to which member belongs
what are the rules on inspecting the register of members
members can inspect the register without charge
any other person can inspect upon paying a fee
what are the different types of members?
nominee shareholders
joint shareholders
institutional shareholders
what are nominee shareholdes?
A company can, through its articles, allow a member to nominate another person to exercise all or specified rights of the member in relation to the company
Beneficial owner (the person who ultimately owns or controls the shares)
Legal owner (the person whose name is on the register of members)
Anything required to be done, or in relation to, the member can instead be done by the nominee
The beneficial owner will usually have no contact with the company
The company will usually address all communication to the nominee
what are joint shareholders?
A company may register shares in the joint names of multiple persons, subject to limits in the articles
Bear in mind:
a) model articles provide that only one share certificate will be issued
b) model articles for public companies provide that joint shareholders are jointly and severally liable on any cals for payment on the shares
c) if one of the joint shareholders dies, the shares pass automatically to the other joint shareholder(s)
d) a transfer of joint shares can only go ahead if all joint holder(s) agree
what are institutional shareholders?
pension funds, insurance companies, unit trusts, banks
institutional investor engagement
the UK Stewardship Code
how is a membership terminated?
when his name is removed from the register of members
this can happen by:
a) the member voluntarily transfers his shares
b) the shares are compulsorily transferred
c) the member’s shares are transmitted (e.g. through death, bankruptcy or mental incapacity)
what are general meetings?
they provide members with the opportunity to hold the directors to account
what are the rules on general meetings for public companies?
they must hold an annual general meeting (AGM) and can only pass resolutions at a meeting
what are the rules on general meetings for private companies?
they need not hold an AGM unless articles specify otherwise
private companies can pass resolutions at general meetings or via the written resolution procedure
where is the power to call a general meeting vested?
in the board
how can a general meeting be requested?
directors are required to call a general meeting if it is requested by members representing at least 5% if the company’s paid up capital
they must then call a meeting within 21 days and it must take place within 28 after it has been called
what matters are discussed at AGM’s?
Amend the articles
Re-register the company
Ratify director wrongdoing
Remove the directors
Approve certain service contracts
Approve substantial property transactions
Liquidate the company
Authorise allotment of shares
Approve remuneration policy of quoted company
Reduce share capital
Approve appointment of certain directors
what are the main methods of voting at meetings?
show of hands
by poll
show of hands is the norm
what is an ordinary resolution?
simple majority
more than 50%
what is a special resolution?
a majority of 75%
when can written resolution be used?
only in private companies
the required majority is calculated based on the voting rights of the total number of members eligible to vote, not just those who actually do vote
how can members remove a director?
by passing an ordinary resolution
must be done at a meeting cannot be a written resolution
so is based only on those who actually vote
28 days special notice
what is a quorom?
two qualifying persons present at a meeting
Any resolution passed at a meeting which is inquorate is void
what is the only exception where one shareholder can form a meeting?
if the company only has one member
