Module 12: Administration of Companies

Question 1

Requirements for AGM?

Answer 1

Ltd not required

Plc within 6m of FY/E timely opportunity to hold directors to account

Question 2

Rules for calling an AGM?

Answer 2

Min notice for PLC is 21 days, extended or shortened if ALL members agree
LTD Min notice 14 days
Notice must be sent to all members, directors or those entitled
Hard copy or electronically
State time, date, place and nature

Question 3

Who has right to propose resolution to be included in AGM agenda?

Answer 3

5% voting rights

If before FY/E don’t need to cover cost

Question 4

Who calls a general meeting and what notice?

Answer 4

Directors
Min 14 days notice
Shortened if 90% agree or PLC 95% agree

Question 5

Members can require directors to call general meeting provided?

Answer 5

5% voting rights
Requisition hard/electronic
Call within 21 days of request
No more than 28 days after notice
If directors fail at request, members can within 3m from request
Expenses reimbursed out of director remuneration

Question 6

When does court get involved to call a meeting?

Answer 6

If member or director asked it to
Last resort e.g. deadlock
Auditor can too if wish to remove him

Question 7

Directors of a PLC must convene a general meeting if what?

Answer 7

Company’s net assets fall to half or less of the amount of it’s called-up share capital

Question 8

How much notice for class meeting?

Answer 8

14 days notice

Question 9

A meeting can only reach a valid and binding decision if?

Answer 9

Properly convened by notice
Quorum is present
Chairperson present
Business is properly transacted and resolutions put to vote

Question 10

What is a Quorum?

Answer 10

Min. number of ‘qualifying persons’ that are required to be present for meeting to take place

Question 11

CA sets quorum of?

Answer 11

1 qualifying person in case of single member company

2 in any other case

Question 12

Qualifying person may be?

Answer 12

Member
Corporate rep
Proxy

Question 13

Where voting is on basis of poll?

Answer 13

Member allowed to use as many votes as shareholding grants him

Question 14

Voting at GM?

Answer 14

Show of hands unless poll demanded

One vote per member

Question 15

A poll may be demanded by?

Answer 15

5 members
1/10 total voting rights
1/10 paid up capital

Question 16

Quoted companies-voting

Answer 16

Publish results of all polls

5% may call for appointment of independent assessor to report on conduct

Question 17

What are minutes?

Answer 17

A written record of the proceedings at meetings

Question 18

How long must minutes of GMs, written resolutions and decisions of a sole member be kept?

Answer 18

min 10 years
Chairman signs so admissible as evidence in court
Members have rights to inspect minutes of GMs and obtain copies

Question 19

What is ordinary resolution?

Answer 19

Simple majority vote (50% + 1)
14 days notice
Most do not need to be filed with registrar
Certain require special notice

Question 20

When is ordinary resolution used?

Answer 20

Most decisions by members
Remove director from office before term
Give authority to directors to allot shares

Question 21

What is special resolution?

Answer 21

Requires 75% majority
Notice depends on type of meeting
Signed copy of ALL must be sent to registrar for filing

Question 22

When is special resolution used?

Answer 22

Change REGISTERED name of company
Alter articles
Vary class rights
Put into voluntary liquidation

Question 23

What is special notice?

Answer 23

CA 2006 must give of certain ordinary resolutions
Notice of intentions to move the resolution must be given to the COMPANY
At least 28 days before the meeting at which it is to be moved

Question 24

What requires ordinary resolution with special notice?

Answer 24

Removal of director before expiry

Removal of auditor before expiry

Question 25

What is written resolution?

Answer 25

Private company

Mirrors level of consent at GM (ordinary/special)

Question 26

What are the procedural aspects of written resolution?

Answer 26

Copes sent to each by each member eligible to vote
Statement of how to agree
5% may propose one
1000 statement may accompany
Sent within 21 days of request
28 days to obtains consent
Sent to auditors at same time or before

Question 27

A private company may not use written resolution either to?

Answer 27

Remove director before expiration

Remove auditor by expiration