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Compliance & admin > Module 3 revision cards - part 2 > Flashcards

Module 3 revision cards - part 2 Flashcards

1
Q

What registers and books are companies required to keep under CA2006

A

Register of members
Register of directors
Register of director residential addresses
Register of secretaries
Register of PSC
Register of charges
Minute books - director and member meetings
Director service contracts
Director indemnities

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2
Q

What information must be included in the register of directors

A

Name
Service address
Country of residence
Nationality
Business occupation (if any)
Date of birth
Date of appointment
Date of termination (if relevant)

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3
Q

Is the register of directors residential addresses a public or private document

A

Private

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4
Q

What information must be included in the register of secretaries

A

Name
Service address
Country of residence
Date of birth
Date of appointment
Date of termination (if relevant)

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5
Q

What number of days must amendments to the PSC register be made in

A

14 days

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6
Q

Can a PSC register be blank

A

No, where there is no PSC that must also be recorded

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7
Q

What are the 3 types of ownership structure that can be listed in the PSC

A

Individual person
Registrable relevant legal entity (RLE)
Other registrable person (corporation sole or local authority)

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8
Q

Do listed companies need to keep a PSC

A

No, as they are already obliged to keep a record of anyone with a shareholding of more than 3% BUT subsidiaries of listed companies must still provide a PSC

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9
Q

Where must MEMBERS meeting minutes be kept for inspection

A

At the registered office, they can not be kept at SAIL address

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10
Q

Where must DIRECTORS meeting minutes be kept for inspection

A

No provision regarding availability or location for these minutes

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11
Q

Should member and board minutes be kept together

A

No, because members have no right to inspect Director meeting minutes

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12
Q

What type of companies can elect to store the 5 key statutory registers on the central register which is held by the registrar of companies

A

Private companies

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13
Q

What are the 5 registers that can be kept on the central register

A

Register of Directors
Register of Directors residential addresses
Register of Secretaries
Register of members
Persons of significant control register

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14
Q

How can Directors have their residential addresses removed from Companies House documentation

A

They need to apply to have it removed from public record (replaced with their registered office address)

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15
Q

What are the 3 locations where company registers can be stored

A

In house
Central register with Co House (5 main registers only)
Third Party Service Provider

Only one alternative address to In House storage is permitted (Single Alternative Inspection Location)

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16
Q

Is there a format for the way in which registers must be kept

A

No format as long as they provide the prescribed information
Hard or soft copy are permitted
Copies must be able to be taken for inspection where permitted

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17
Q

What are the rules around storing the registers

A

Secure
Confidential
In line with GDPR

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18
Q

Register of Directors must be updated in how many days

A

14 days

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19
Q

Directors residential addresses must be updated in how many days

A

14 days

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20
Q

Register of Secretaries must be updated in how many days

A

14 days

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21
Q

Register of members must be updated in how many months

A

2 months

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22
Q

PSC register must be updated in how many days

A

14 days

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23
Q

Is there a cost of members to inspect the company registers

A

No

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24
Q

Is there a cost of non members to inspect the company registers

A

Yes

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25
Q

How must an inspection of the PSC or members registers be requested

A

A statement identifying the person requesting the information and for what purpose they want to access the info

Application can be made to court for a decision if the company believe it is not a valid request

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26
Q

When must the statutory registers for a PRIVATE company be made available

A

2 hours between 9am - 3pm on business days

Must be given 2 days notice period during the notice period of a members meeting or 10 days notice at all other times

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27
Q

When must the statutory registers for a PUBLIC company be made available

A

2 hours between 9am - 5pm on business days

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28
Q

What are the 3 mains areas of amendments/disclosure that need notifying to companies house

A

Amends to the articles
Amends to the company registers
Some financial info

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28
Q

What is the name of the annual statement that companies have to file confirming all their information is up to date

A

Confirmation statement

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29
Q

Who must file annual reports and accounts

A

All companies, whether trading or dormant from their date of incorporation

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30
Q

How often must a confirmation statement be filed

A

At least once in every 12 month period

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31
Q

Can the confirmation statement be used to make amendments to the company information

A

No. Either the statement confirms the amendments have previously been made or they are to be made using the correct amendment form and submitted alongside the confirmation statement

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32
Q

What are classed as relevant events that need to be noted in the confirmation statement

A

Change to registered office address
Appointment, termination or detail change of directors
Appointment, termination or detail change of the company secretary
Change to location of the statutory registers
Amends to the PSC register

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33
Q

When does a change of registered office address or change in accounting date come into effect

A

Only once the form has been accepted and registered with Companies House

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34
Q

How can documents be submitted to Companies House

A

Hard copy
Electronic filing e.g. WebFiling
Software filing - through third party software such as BluePrint

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35
Q

What are the benefits of electronic filing over hard copy

A

Quicker
Cheaper
Lower rejection rates because of illegibility
Automatic confirmation that docs have been received
More secure

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36
Q

What are the penalties for late filing of documents to Companies House

A

Private company fines are less than public company fines
Penalties are doubled if filings are consecutively late
Prosecution of Directors can occur - as a last resort
The company can be struck off the companies register

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37
Q

What 4 pieces of information must be included on company stationary such as letterheads and emails

A

Full registered name
Place of registration
Registration number
Registered office address

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38
Q

Do names of Directors need to be shown on stationary

A

No
But where it is provided all directors not just one or some must be named

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39
Q

What information additional to what is placed on company stationary needs to appear on a company’s website

A

VAT number

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40
Q

Can a company use its “business” name on letters

A

Yes, providing that all of the companies official registered details appear on the letterhead too (usually in the footnote)

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41
Q

Can a company display just its branded business name on its properties and website

A

No, the registered name must also be displayed but this can usually be found on a plaque near the building entrance

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42
Q

Can you include non statutory information in your registers

A

Yes as long as notification under GDPR is given and that the confidential information can be removed should an inspection of the registers be required e.g. bank details of shareholders of the register of members

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43
Q

What 2 ways can shareholders of a PRIVATE company make decisions

A

Written resolution (most pop)
Members meeting

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44
Q

Do PRIVATE companies have to hold an AGM

A

No

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45
Q

What must be included in a members meeting notice of meeting to consider it to be valid

A

Minimum notice period

Company name

Place, date and time of meeting

Details of what is to be considered

Which items if any are to be made by Special Resolution

Details on the right to appoint a proxy

IF ITS AN AGM THE NOTICE MUST CLEARLY STATE THIS TOO

46
Q

What must be present at the members meeting to make it vaild

A

A quorum (in person or by proxy) maintained throughout the meeting

47
Q

Do all parties need to be in the same place for a meeting to be valid

A

No as long as people can hear and contribute easily they do not need to be in the same location

48
Q

What main topics are covered at a board meeting

A

Strategic issues
Management issues

49
Q

What things might restrict a Directors decision making

A

Caps set in the articles
Director service agreement
Matters reserved for the board
Shareholder or investor agreements

50
Q

What should shareholders not involve themselves in

A

The day to day running of the business e.g decisions on purchasing machinery

51
Q

What are the usual members meetings during the year

A

AGM - to receive report and accounts, renew auditor etc

Ad hoc members meetings when required

52
Q

What 2 items can not be decided by written resolution

A

Removal of a director
Removal of an auditor

53
Q

Which 2 groups can propose a written resolution

A

Directors
Members

54
Q

Who must receive the written resolution proposal

A

All members entitled to attend (sent by post or email)

Auditors

55
Q

How does a member signify their agreement with a written resolution

A

By returning the written resolution, identifying the resolution and signifying their consent

56
Q

When is a written resolution approved by the board

A

When the requisite majority of members have agreed

57
Q

After how many days is a written resolution deemed to have lapsed

A

28 days

58
Q

When MUST Directors convene a general meeting

A

By any member(s) holding at least 5% of paid up share capital or 5% of the voting rights

59
Q

Can members put forward resolutions at an AGM

A

Yes but only for Public companies

60
Q

When must a resolution proposed by a member at an AGM be granted

A

By not less than 100 members OR by members holding more than 5% in total voting rights

61
Q

When must a resolution proposed by a member at an AGM by submitted

A

At least 6 weeks before the meeting

62
Q

What matters are commonly covered at a general members meeting

A

Authorisation to issue additional shares in the company

Create a new share class

Appointment or removal of a director

Amendments to the articles

Changing the company from private to public or liquidation

63
Q

Are PRIVATE companies required to hold an AGM

A

No

64
Q

What are the primary topics covered at an AGM

A

Receive the annual report and accounts
Reappointment of Directors and auditors
Dividend payments

65
Q

What should the AGM of a private company be called

A

Annual meeting of members

66
Q

What are the 2 types of resolution and what percentage must vote in favour for it to be passed

A

Ordinary - majority vote
Special - 75% or more

67
Q

What decisions require special resolution

A

Change of company name
Amending of the articles

68
Q

What must the notice of a SPECIAL resolution contain

A

The full text must be set out and it must be identified as a special resolution to make it clear to members

69
Q

What are the minimum notice periods for general meetings

A

14 days

70
Q

What is the minimum notice period for a public company AGM

A

21 days

71
Q

Delivery of documents is deemed to have been given by post or email after how long

A

48 hours after sending

72
Q

What % of shareholders must agree to a shorter notice meeting

A

90% which can be increased to 95% by the articles but no more

73
Q

What is a proxy

A

A person appointed by a member to act and vote at members meetings on their behalf

74
Q

Who has the right to appoint a proxy

A

All members
The articles can not prevent this action

75
Q

What is the process of appointing a proxy

A

Lodge a form of proxy with the company not less than 48 hours before the meeting (although shorter time frame may be permitted by the company)

76
Q

Who is appointed as a proxy

A

Either the chairman of a specified person on the proxy form

77
Q

Can the member still attend if they have appointed a proxy

A

Yes

78
Q

How must the appointed proxy vote

A

Either as specified by the member or however the proxy decides should the member not specify

79
Q

How can a proxy be cancelled

A

If another proxy form is received or by the member providing written notice at any time

80
Q

What does CO2006 state is the minimum quorum for a general meeting

A

2 present members in person or by proxy

Except for a sole member company where it is 1 person

81
Q

Who is entitled to attend a members meeting

A

Members
Directors
Proxies
Auditors
Corporate representatives

Auditors can only speak on matters that relate to them

Other people may attend with permission from the Chair but not usually permitted to speak

82
Q

What is the role of the Chair of a meeting

A

To ensure the meeting is properly and fairly conducted - with all opinions expressed

83
Q

Who should chair a meeting if the chair is not available

A

Another Director
A member
A proxy

Subject to provisions in the articles

84
Q

What are the 2 ways in which voting at a meeting takes place

A

Show of hands
Poll

85
Q

How are votes counted by a show of hands

A

One vote for each member regardless of the size of their shareholding

86
Q

Advantage of show of hands vote

A

Much quicker

87
Q

Disadvantages of show of hands vote

A

No account is taken of proxy votes

88
Q

How are votes counted by Poll

A

One vote for each share held

89
Q

Advantage of show of Poll vote

A

Proxy votes are taken into account

90
Q

When is a Poll vote at a meeting usually taken

A

At the end to prevent the stop start flow of the meeting and to allow for more than one poll vote to be run consecutively

91
Q

Can voting on a resolution be postponed

A

Yes, if there is poor attendance at the meeting or new information comes to light at the meeting which the members need time to consider before voting

92
Q

What is unanimity rule

A

Where all members consent to a resolution even if none of the formalities have been observed

93
Q

What are the 3 ways in which companies usually communicate with their members

A

In writing/paper
Electronically/email
Through their website

94
Q

Explain management meetings

A

Held by the executive directors and senior management on a regular basis to make decisions

There will be an agenda but minutes do not need to be written and limited record of discussion

95
Q

Explain board meetings

A

Held with longer time periods apart and include any Non Executive directors

Minutes are compulsory

96
Q

When should Directors declare a conflict of interest

A

On appointment

At regular intervals e.g quarterly board meetings

At the start of any ad hoc meeting where there is a conflict

97
Q

Aside from Directors who else has the right to attend a board meeting

A

Only those who have been consented by the Directors

98
Q

What is the role of the Chair at board meetings

A

To ensure all points of view are discussed

Avoid repetition

Should focus on the subject being discussed and not allowed to digress

99
Q

Is voting common at board meetings

A

No, unanimity or a good majority in favour is usually all that is required. In the event of a Director not agreeing with a decision it should be minuted

100
Q

Can the Chair have a second or casting vote at board meetings

A

Yes if it is listed in the articles

101
Q

What is the role of the Chair in general

A

Promote good relationships

Encouragement and support to senior managers and exec directors

Ensure accountability

Reviewing the boards performance

Development of Directors

Quality communication with shareholders

102
Q

What are the key elements for effective board meetings

A

Sufficient notice to consider meeting packs

Quality board documentation including a clear statement of the what you are asking the board to do

Ensuring everyone is clear on their role

Allowing sufficient time for debate and challenge

Good time management

Reflecting on previous decisions and meetings to provide better future outcomes

103
Q

What is the role of a committee

A

To provide more detailed oversight on certain areas of business to the board and report to them on it

It is still the board that must make the final decisions

104
Q

What is the central register

A

Maintained by the Registrar of Companies at Companie House it holds the 5 main registers for PRIVATE companies only if the company chooses not to hold these in house, Usually only for companies where the information held rarely changes

105
Q

Why are companies required to file financial documents with Companies House

A

Suppliers, customers, potential investors and employees will use this info to assess the financial strength and potential of the business

106
Q

What resolutions must be filed with Companies House and within what time frame

A

Some ordinary and all special within 15 days of the resolution being approved.

Where the resolution amends the articles then an updated copy of the articles must also be filed

107
Q

What resolutions of a PRIVATE company can not be completed by written resolution

A

The removal of a director
The removal of an auditor

108
Q

What % of members of a PRIVATE company need to be in agreement to hold a short notice general meeting

A

Not less than 90% of members with voting rights. This can be amended to a maximum of 95% in the Articles

109
Q

What % of members of a PUBLIC company need to be in agreement to hold a short notice general meeting and a short notice AGM

A

General meeting - 95% of members must agree
AGM - 100% agreement from members

110
Q

What elements need to be considered in the creation of a Directors meeting

A

Notice of meeting
Quorum
Conflicts of interest
Attendance by non directors
Chairing the meeting

111
Q

What qualities should minutes have

A

Objectivity
Clarity
Concise
Complete

112
Q

What information should minutes contain

A

Name of company
Type of meeting that was held
Day and place of meeting
Those who were present and any apologies
Narration
Resolutions

Compliance & admin (2 decks)

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