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Corporate Secretarial Practice > Possible Case Study Questions > Flashcards

Possible Case Study Questions Flashcards

1
Q

Which section CA allows members to requisition a general meeting?

A

303

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2
Q

What shareholding is required for a member to requisition a general meeting?

A

5% paid up capital

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3
Q

What action must directors take following receipt of a valid general meeting requisition?

A

Convene a meeting within 21 days, to be held not more than 28 days after the notice of the meeting.

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4
Q

When is a company required to circulate a member’s statement on a resolution?

A

If requested by:

  • one or more shareholders holding at least 5% full paid voting capital
  • not less than 100 shareholders holding shares on which there has been paid an average of not less than £100
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5
Q

When may members place an item of business on the AGM?

A

If requested by:

  • one or more shareholders holding at least 5% full paid voting capital
  • not less than 100 shareholders holding shares on which there has been paid an average of not less than £100
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6
Q

When must a member’s requisition be lodged with the company for an item of business at the AGM?

A

6 weeks before the meeting

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7
Q

When must the company pay for circulation of a member’s statement or resolution?

A

If it is an AGM and issued 6 weeks prior to the meeting.

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8
Q

When must the accounts be laid before general meeting and delivered to the Registrar for a public company?

A

Within 6 months of the end of the relevant accounting reference period (s442 CA)

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9
Q

When must the accounts be laid before general meeting and delivered to the Registrar for a PRIVATE company?

A

Within 9 months of the end of the relevant accounting reference period (s442), although private companies do not need to hold general meetings.

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10
Q

If a private company has elected to hold AGMs, when must the AGM be held?

A

Within 6 months of the end of the financial year.

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11
Q

What is the consequence for late filing of accounts with the registrar?

A

A late filing penalty.

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12
Q

How are late filing penalties calculated?

A

On a sliding scale according to how late they are.

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13
Q

Which form must be filed with Companies House for a change of accounting reference date?

A

Form AA01

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14
Q

What special type of accounts must parent companies file?

A

Group accounts complying with CA S 404

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15
Q

What should group accounts contain?

A
  • balance sheet got the parent
  • consolidated balance sheet for the group
  • consolidated profit and loss account for the group
  • a full list of the subsidiary companies
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16
Q

Which companies may file abridged accounts?

A

Small companies

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17
Q

How are small companies defined?

A

Must meet two of the following:

  • annual turnover less than £10.2 m
  • balance sheet less than £5.1 m
  • average number of employees less than 50
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18
Q

What should abridged accounts contain?

A
  • an abridged balance sheet
  • a report of the directors
  • an abridged profit and loss account together with supporting notes relevant for the small companies regime
  • a conformation statement that the directors have complied with the relevant provisions of the CA.
  • a statement of the members confirming unanimous consent for abridged accounts
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19
Q

Whose consent is required in order to prepare abridged accounts?

A

Unanimous consent of all the members

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20
Q

To who must copies of the accounts be sent?

A

All members
All debenture holders
Everyone entitled to receive notice of general meetings

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21
Q

When must copies of the accounts be sent?

A

Delivered at least 21 days before the general meeting, or if the company must. If a private company does not hold general meetings, then no later than the end of the period for filing accounts and reports.

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22
Q

Can members request a further copy of the accounts?

A

Yes, and the company must provide them within 7 days,

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23
Q

Unlimited companies are typically exempt from filing accounts with companies house. When MUST they file accounts?

A

If it is:

  • a subsidiary or parent of a limited company
  • a banking or insurance company
  • a qualifying company under the Partnerships and Unlimited Companies (Accounts) Regulations 1993
  • operating a trading stamp schem
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24
Q

What signatures are required on the various accounts?

A

Strategic report - CoSec on behalf of the board or a nominated director
Directors’ remuneration report - chair of RemCo
Directors’ report - CoSec on behalf of the board or a nominated director
Balance sheet - nominated director
Auditor’s report - senior statutory auditor

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25
Q

What are the benefits of using the Companies House Web Filing service?

A
  • service provides reminder emails
  • inbuilt templates and checks for errors
  • file accounts to HMRC simultaneously
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26
Q

What is the liability of directors for false or misleading reports and accounts?

A

Liability to the company got any loss suffered for any untrue or misleading statement or omission. This requires the directors actual knowledge of inaccuracy or recklessness.

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27
Q

What is an off the shelf company?

A

One which has already been incorporated and has certificates of incorporation, memorandum and articles and a name.

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28
Q

What conditions must be met by a company name?

A
  • not already on the index
  • “limited/unlimited/plc” are only at the end
  • not offensive
  • use of the name is not an offence
  • permission has been granted for any sensitive words
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29
Q

What is a business name?

A

A name other than the registered name under which a business trades.

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30
Q

When can the Registrar order a name change?

A
  • within 12 months if too similar to an existing name (s67 CA)
  • within 5 years of registration if misleading information was given (s 75 CA)
  • at any time if use of the name is misleading and likely to harm the public (s 80)
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31
Q

When can an objection to a name be filed under s 69-74 CA?

A

If it has been registered “opportunistically”, i.e. to extract money from a business who wishes to use that name

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32
Q

What is an action for passing off relating to names?

A

An action through the courts for rectification of a name where a person with goodwill has already registered a similar name

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33
Q

What documents must be filed on incorporation?

A
  • IN01
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34
Q

What information must be entered into form IN01?

A
  • address of registered office
  • name and details of directors and secretary
  • details of any alteration from the model articles
  • capital of the company and its shareholders
  • election to keep documents at companies house (optional)
  • statement of initial significant control (PSC)
  • statement of compliance from all subscribers to the Memorandum of Association
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35
Q

What is the purpose of form SH50?

A

Application by a public company for a trading certificate.

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36
Q

For what purpose does a public company require a trading certificate?

A

To commence business and to exercise borrowing powers

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37
Q

What are the consequences of a plc trading without a trading certificate?

A

Company and all its officers are liable to criminal proceedings.

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38
Q

What is the purpose of form AA01?

A

Change of accounting reference date.

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39
Q

What is the purpose of form SH01?

A

Return of allotments of further shares issued for cash.

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40
Q

What information is contained in the certificate of incorporation?

A
  • the company’s allocated registered number
  • whether the company is public
  • the date of incorporation (not the date of certificate issue)
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41
Q

What key matters should be dealt with by the company following incorporation?

A
  • formalise any changes to directors/secretary
  • obtain a seal
  • hold board meeting
  • file returns of allotments to registrar
  • change accounting reference date
  • obtain statutory registers
  • organise headed stationary
  • display company name at business location
  • inform HMRC of the company
  • arrange insurance
  • consider changes to articles
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42
Q

What matters should be dealt with at the first board meeting of a company?

A
  • appoint chairman
  • appoint managing director
  • appoint bankers
  • appoint auditors
  • determine accounting reference date
  • approve the registration of subscribers’ share transfers
  • make any necessary allotments of capital
  • approve share certificates
  • appoint persons to represent the company at members/creditors meetings
  • approve directors service contracts
  • receive declaration of directors’ interests.
  • notify the registrar of the SAIL (if applicable).
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43
Q

Where must the company name be displayed?

A
  • any place where business is carried on
  • business letters
  • notices and other publications
  • all bills and cheques
  • all invoices, recipients and letters of credit
  • all company emails, faxes and websites
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44
Q

What is the process for re-registration from a private company to public?

A
  • resolve any deficiencies such as insufficient capital, secretary, only 1 director etc.
  • pass special resolution authorising change
  • submit application on RR01 to registrar along with:
  • copy of revised articles
  • signed resolution
  • copy of balance sheet + unqualified audit report
  • written statement by auditor that the net assets are not less than the called-up share capital
  • valuation report on any non-cash share consideration
  • statement on RR01 confirming compliance
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45
Q

At what point does re-registration become effective?

A

When new share certificate is received.

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46
Q

What is the process for re-registration from public to private?

A
  • board calls general meeting
  • pass special resolution to re-register and alter the articles as needed
  • issue resolution to Registrar within 15 days with form RR02 and statement of compliance
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47
Q

Who may object to a re-registration from public to private?

A

Members representing not less than 5% nominal value or 50 members may apply to the court for cancellation of re-registration within 28 days.

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48
Q

What improvements did the “Red Tape Challenge” make for simplifying company administration?

A
  • remove need for annual return, replaced by confirmation statement
  • allowing certain registers to be held at CH
  • improvements to filing electronically
  • remove need for directors consent to be appointed
  • simpler reporting of statements of capital
  • improved communication with companies by requiring the company to keep an email address up to date.
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49
Q

Which statute introduced the PSC register?

A

SBEE 2015

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50
Q

When did the need to maintain PSC registers come into force?

A

April 2016

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51
Q

What is a “person with significant control”?

A

A person meeting one of the 5 PSC conditions:

  • owns, directly or indirectly more than 25% company shares
  • holds, directly or indirectly, 25% or more company voting rights
  • holds the right to exercise, or actually exercises, significant influence or control over the company
  • holds the right, directly or indirectly, to appoint or remove a majority of board members
  • holds the right to exercise, or actually exercises, significant influence or control over the activities of a trust or firm which meets a condition.
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52
Q

What scenarios are exempt from being a PSC?

A
  • being a director
  • an employee undertaking duties in the normal course of business
  • important customers
  • professional advisors
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53
Q

What information must be recorded about an in individual who is a PSC in the PSC register?

A
  • full name
  • service address and usual residential address
  • date of birth
  • usual country of residence
  • nationality- date on which PSC became registerable and ceased
  • nature of significant control
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54
Q

What information must be recorded about “registerable legal entity” who is a PSC in the PSC register?

A
  • company name
  • registered office
  • legal form of the entity and governing law
  • company registration number and the applicable registrar
  • date on which RLE became registrable and ceased
  • nature of the significant control
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55
Q

What steps should be taken if there are no PSCs?

A

A statement must appear in the PSC register that there are no applicable entries and that reasonable steps have been taken to identify any PSCs or RLEs

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56
Q

Does the “proper purpose” regime apply to PSCs?

A

Yes

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57
Q

What is a “registerable legal entity” for the purposes of the PSC register?

A

An entity that:

  • would meet at least one of the conditions for being a PSC
  • is the first such entity above the company in the chain of ownership
  • is either required to keep its own PSC register or is subject to the disclosure requirements of a publicly traded company
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58
Q

What update should be made to the PSC register when a company is investigating who its PSCs are?

A

PSC register should be updated to include:

  • statement that the company is in the process of carrying out an investigation
  • details of any warning notices issued to suspected PSCs
59
Q

When must a PSC notify the company that they have become a PSC?

A

Within one month of them reasonable having known that they have become registrable

60
Q

Are listed companies required to maintain a PSC register?

A

No, as the provisions of the DTRs are considered sufficient to discharge this duty of disclose beneficial ownership.

61
Q

Are overseas companies required to maintain a PSC register?

A

No, they are exempt.

62
Q

What matters must the CoSec consider in maintaining the PSC register?

A
  • consider who may be a beneficial owner of the company
  • consider whether articles give particular rights to exercise significant control (e.g. a particular shareholder can appoint/remove all directors)
  • brief board on PSC regime
  • develop systematic and proactive approach to PSC management
  • if private company, consider whether to keep PSC register centrally at CH, where all details will be available to the public
63
Q

What statutory registers must be kept by every company?

A
  • register of members
  • register of charges
  • minute books (company meetings / directors meetings / resolutions in writing)
  • accounting records
  • register of directors and secretaries
  • register of PSCs
  • register of interests disclosed (if public)
64
Q

What is a SAIL, and what is its purpose (s 1136 CA)?

A

Single Alternative Inspection Location.

A specified place, other than the registered office where companies may keep statutory registered for inspection.

65
Q

Which documents may be kept at the SAIL for inspection?

A
  • register of members
  • register of directors
  • directors’ service contracts
  • directors’ indemnities
  • PSC register
  • register of secretaries
  • register of resolutions
  • contracts relating to purchase of own shares
  • register of debenture holders
  • register of interests in shares disclosed to public company
  • instruments creating charges and register of charges
66
Q

How many SAIL addresses may a company have?

A

1

67
Q

Which legislation allows private companies to maintain certain registers with companies house?

A

Small Business, Enterprise and Enterprise Act 2015

68
Q

Which registers may a private company elect to keep on the public central register?

A
  • register of directors and secretaries
  • register of directors residential addresses
  • register of members
  • register of PSCs
69
Q

Which forms must be submitted to the registrar when a private company elects to store registers on the public central register?

A

EH01-EH05

70
Q

For what two reasons should private companies carefully consider whether to keep certain registers centrally with Companies House?

A

1 Information is held publicly, including shareholders addresses and directors dates of birth
2 The proper purpose regime does not apply.

71
Q

When may a traded company hold a general meeting with 14 days notice?

A

When a special resolution has been passed at the previous AGM authorising short notice (S 307A CA 2006)

72
Q

What is the process for inspection of company registers of a private company?

A
  • person wishing to inspect registers must give advanced notice and details of the time of inspection (between 9 and 3)
  • the company must allow at least 2 hours for inspection
  • notice period is 2 working days during a general meeting notice period, or 10 days otherwise
73
Q

What is the process for inspection of company registers of a public company?

A
  • plcs must make their records available for inspection for at least 2 hours every working day between 9 and 5
  • no notice need be given to the company
74
Q

What information must the register of members contain (s 113 CA):

A
  • name and address of member
  • date person became and ceased to be a member
  • number and class of shares
  • details if shares converted to stock
  • share warrants
75
Q

What additional requirement is placed on a company with more than 50 members regarding the register of members?

A

Must keep a separate index to be able to easily access the data.

76
Q

What should be added to the register of members for a single member company?

A

Note that the company only has one member, and the date that the transaction took place.

77
Q

Whose consent is required before a private company elects to keep registers centrally with Companies House?

A

Unanimous consent of the members.

78
Q

What information must be provided to a company to satisfy the “proper purpose test” for inspection of the register of members?

A
  • name and address
  • purpose for which the information will be used
  • whether the information will be disclosed to another (and their name, address and purpose)
79
Q

What two courses of action may a company take on receiving a request to review the register of members?

A
  • either permit the inspection within 5 working days or

- apply to the court on the grounds that the proper purpose test has not been satisfied.

80
Q

When should the register of members be amended for mistakes?

A

Only when the error is a minor clerical slip, and not for any material changes, or changes older than 3 months, or where a dividend has been paid.

81
Q

Which companies must maintain a register of charges?

A

EVERY company, even if there are no charges to be entered.

82
Q

Who may inspect the register of charges?

A

Any creditor or member free of charge, or any other person subject to a fee.

83
Q

What information should be included in the register of charges?

A

Details of pre-April 2013 charges:

  • description of property charged, or class of property in respect of floating charges
  • amount of the charge
  • names of persons entitled to charge
84
Q

What minute books must every company maintain?

A

Minutes of every general meeting and board meeting.

85
Q

Who should sign the minutes of meetings?

A

The chairman of the meeting

86
Q

For how long must minutes be kept?

A

At least 10 years

87
Q

Which companies are required to maintain a register of directors? (s 162 CA)

A

All companies

88
Q

Which companies must maintain a register of secretaries (s 275 CA)?

A

All companies (even if they do not have a secretary)

89
Q

What information must be contained within the register of directors and secretaries?

A
  • name, including title
  • country of residence
  • nationality
  • date of birth
  • business occupation
  • appointment/resignation dates
90
Q

In what way does Companies House afford privacy to the directors of companies?

A
  • directors may list their service address on the register of directors
  • the separate register of directors addresses is private
  • the “day” element of the date of birth is hidden
91
Q

What is a PDMR and what must they notify to the company?

A

Persons Discharging Managerial Responsibility

They must notify the company of any transactions in the securities of the company on a regulated market.

92
Q

What information must a public company maintain in a

“register of interests disclosed”?

A

Details of any responses received from shareholders under a s 793 investigation into who holds shares.

93
Q

Who may inspect the register of interests disclosed?

A

Anybody, subject to the appropriate fee and proper purpose test.

94
Q

When must a shareholder notify a listed company of their shareholding?

A

If it:

- reaches, exceeds or falls below 3% or any subsequent percentage point

95
Q

Are companies required to maintain a register of debenture holders?

A

No, but they may choose to do so.

96
Q

When are shares deemed to have been allotted?

A

When the allottee gains the unconditional right to be entered into the company’s register of members.

97
Q

What is the process for allotment of new shares?

A
  • check directors are authorised to allot
  • check allotment is in proportion to members’ existing holding
  • send allotment application forms to those applying for shares
  • process allotment application forms and payment
  • board resolves to allot shares
  • share certificates are prepared and issued with serially-numbered letter of allotment
  • update register of members
  • forms filed at companies house (including SH01)
98
Q

What information should the resolution permitting directors to allot shares include?

A
  • maximum number of shares to be allotted

- date on which authority will expire (not more than 5 years from the date of the resolution)

99
Q

In what 2 ways may shares be offered to existing shareholders (respecting their pre-emption rights)?

A

1 Provisional allotment letter - informs shareholders that shares have been provisionally allotted to them
2 Letter of rights inviting shareholders to apply for a specific number of shares

100
Q

How may a company disapply pre-emption rights?

A
  • company passes special resolution
  • directors give a statement accompanying the notice that stating:
    1 reasons for recommendation
    2 amount to be paid
    3 justification for that amount
101
Q

How might a closely held company allot shares in a single day (rather than the process taking weeks)?

A
  • convene board meeting to consider a form of application of shares already prepared by the shareholders
  • convene a general meeting at short notice to give authority to allot
  • receive consent to short notice from shareholders
  • adjourn board meeting to hold general meeting
  • hold general meeting and pass necessary resolutions
  • reconvene board meeting for board to resolve the allotment
102
Q

What additional step must listed companies take when proposing a resolution to grant the directors authority to allot shares?

A

Directors must provide a statement of:

  • maximum amount of shares to be allotted, and what % of capital this represents
  • whether they have any intention to exercise the authority
  • when authority will lapse
103
Q

What restriction is placed on public companies allotting shares? (578 CA)

A
  • must be subscribed in full

- offer must include terms that the allotment will be carried out in any event (e.g. if the shares are under subscribed

104
Q

What is meant by a “letter of renunciation”?

A

Allottees may renounce shares to someone else by completing a letter of renunciation.

105
Q

What Listing Rules apply to letters of renunciation?

A
  • form of renunciation must appear on the back of the allotment letter
  • allottees must be given the facility to split their renunciation
  • renuncuation period must not exceed six weeks for fully paid shares, and one month for partly-paid.
106
Q

When may a public company allot shares for non-cash consideration?

A

When valued by an appointed independent valuer within 6 months prior to allotment.

107
Q

What must the valuer’s report contain?

A
  • nominal value of shares
  • amount of any premium payable on the shares
  • consideration valued and the method used to value it
  • the amount of the nominal value of the shares and any premium treated as paid up for the consideration
108
Q

When are public companies exempt from the requirement to have non-cash share considerations valued?

A

When shares are being exchanged during a takeover bid.

109
Q

What is the consequence of failing to meet a call on unpaid shares?

A

Risk of forfeiture

110
Q

What is the process for allotment of shares in a rights issue?

A
  • check directors have authority to allot shares (ordinary resolution)
  • directors resolve to increase capital by rights issue
  • if listed, issue a prospectus
  • determine date at which register of members is considered up to date
  • issue letters of renunciation
  • give at least 14 days for shareholders to accept
  • directors resolve to allot shares
  • update register of members
  • prepare share certificates and issue
  • file SH01 with registrar within one month
  • file copies of resolutions within 15 days
111
Q

What must directors disclose if they own shares in their company?

A

They must disclose their interest in those shares, to be included in the register of director’s interests.

112
Q

What is a non-executive director?

A

A member of the board of the company who does not have any executive responsibilities.

113
Q

Is an NED considered to be an employee?

A

No.

114
Q

Is an NED liable in the same way as an ED?

A

Yes, both are de facto directors and so have the same liabilities.

115
Q

Which groups of people might make good NEDs?

A
  • EDs of other companies
  • NEDs of other companies
  • those with professional qualifications (e,g, solicitor)
  • those with government experience (politicians, senior civil servants)
  • those with industry-relevant experience
116
Q

According to the UKCGC what are the criteria affecting independence of an NED?

A
  • employee in last 5 years
  • material business relationship with the company in last 3 years
  • receives additional remuneration
  • participates in share plan, performance-related pay, or pension schemes
  • has close family ties to a director, advisor or senior employee
  • holds cross-directorships with significant links
  • represents a significant shareholder
  • has served for more than 9 years
117
Q

What is a corporate director?

A

A legal entity such as a company holding a directorship of a company.

118
Q

A new S156B CA 2006 is yet to come into force, giving limitations to the use of corporate directors. What will be the likely exemptions?

A
  • for subsidiary companies
  • where there is a low risk of illicit activity
  • if all the directors of the corporate director are natural persons
119
Q

What is the main purpose of the AGM?

A
  • to allow directors to report on the performance of the company
  • for the members to question the directors.
  • for members to vote on resolutions
120
Q

What routine business is usually addressed at the AGM?

A

1 Receive report and accounts (s 437 CA)
2 For listed companies, approve directors’ remuneration policy
3 Declare the final dividend
4 Elect directors who were appointed since the last AGM or are required by Articles (rotation)
5 Appoint, or reappoint, auditors and approve their remuneration

121
Q

How often must the directors’ remuneration policy be submitted for shareholder approval?

A

Once every 3 years

122
Q

Other than routine business, what other business is commonly dealt with at the AGM?

A
  • special resolutions to alter articles
  • authority to issue capital
  • disapplication of preemption rights
  • authority to repurchase own shares
  • adoption of employee share schemes
  • approval of political expenditure
  • if listed, approval for 14 days notice for general meetings (NOT AGM)
123
Q

What checks should the CoSec make in planning the AGM?

A
  • check compliance with 21 days clear notice
  • check date is not more than 6 months from end of accounting period (plc)
  • check whether notice period complies with UKGCG (if listed)
  • check other events on chosen date
  • check venue is booked
  • check board has agreed to convene meeting
  • check annual report and accounts are printed
  • inform interested parties (auditors, creditors)
  • if listed, does documentation comply with listing rules and UKGCG
124
Q

If a plc files AA01 to shorten its accounting period, what must it then do within 3 months?

A

Hold an AGM

125
Q

What information should be included in notice of general meetings?

A
  • date, time and place
  • whether it is an AGM or other general meeting
  • summary of business to be transacted
  • full text of special resolutions
  • details of any special notice
  • explanation of member’s right to appoint proxies
  • name and signature of secretary
  • any explantory notes
126
Q

Whose consent is needed to authorise short notice of a PLC AGM?

A

All members entitled to receive notice

127
Q

Whose consent is needed to authorise short notice of a PLC general meeting (other than an AGM)?

A

95% of members entitled to attend

128
Q

Whose consent is needed to authorise short notice of a private company general meeting?

A

90% of members

129
Q

What must listed companies include in any shareholder circular, including general meeting notices?

A
  • clear and adequate explanation of subject matter, including enough information for shareholder to be sufficiently informed
  • notice drawing members’ attention to the importance of the document, and suggesting they seek independent advice if in doubt
  • a voting recommendation from the directors
  • notice advising that if shares have been sold or transferred, the notice should be passed to the new holder.
130
Q

What are the three requirements of the UKGCG with reference to AGMs?

A
  • issue notice of AGM with 20 working days notice
  • make constructive use of the AGM
  • publish proxy figures
131
Q

What changes did the EU Shareholder Rights Directive make to Listed Company general meetings?

A
  • minimum notice for general meetings increased from 14 to 21 days unless:
  • company offers electronic voting to all shareholders
  • shareholders have passed a special resolution to receive short notice (min 14 days)
132
Q

What information rights do members have?

A
  • inspect and request copies of statutory books
  • inspect directors service contracts or request copy
  • receive copy of company constitution
  • receive copy of account at least 21 days prior to the general meeting at which they will be presented
  • recieve copy of latest accounts
  • inspect minutes of general meetings and request copies
  • attend general meetings and ask questions
133
Q

Other than information rights, what other rights do members have?

A
  • unfair prejudice petition (s 994 CA)
  • member’s application for winding up
  • derivative claim on behalf of the company
  • voting at general meetings
  • requisition a general meeting
  • member’s audit report
  • compulsory acquisition
  • share certificate
134
Q

What is a member’s right to petition the court for unfair prejudice?

A

Under s 994 CA, a member may petition the court for relief where they consider that an act of the company could result in an unfair prejudice of their interest.

135
Q

What is a member’s right to apply for a winding up?

A

Where directors of the company can make a statutory declaration of solvency, members may resolve to liquidate the company

136
Q

What is a member’s right to a derivative claim?

A

A member may, on behalf of the company, bring a claim against a director for an actual or proposed act or omission involving negligence, breach of duty, or breach of trust.

137
Q

In a member’s derivative claim, the member must establish a prima facie case against a director. When will the court not give permission to proceed?

A
  • a person acting accordance with the s 172 directors duty would not seek to continue the claim
  • the act or omission has been authorised by the company
138
Q

What factors will the court take into account when determining whether a member’s derivative claim may proceed?

A
  • views of other independent shareholders
  • whether the claimant is acting in good faith, and would bring the claim in their own name
  • whether the subject of the claim is likely to be authorised by the company
  • the importance of the claim to a person responsible for promoting the success of the company
  • if the company has not decided to bring the claim
139
Q

What is a member’s right to an audit report?

A

When a company is exempt from audit, members holding at least 10% nominal value may require the company to obtain an audit

140
Q

What is a member’s right to compulsory acquisition?

A

When a shareholder has acquired 90% of shares, in a company, they may require the remaining shareholders to sell their shares.

141
Q

What is a member’s right to a share certificate?

A

A member is entitled to receive a share certificate in respect of their holding.

142
Q

Who may demand a poll at a general meeting?

A
  • the chairman
  • at least 2 persons with voting rights
  • persons representing not less than 10% of voting rights
  • persons representing not than 10% share capital
143
Q

What are the three methods for voting on a poll?

A
  • voting lists - i.e. two sheets
  • ballot papers
  • electronic voting
144
Q

How does electronic voting work at general meetings?

A

Shareholders are given hand-held devices which they use to cast votes. The device records how many votes they have. Poll results appear on a large screen in the room.

Corporate Secretarial Practice (20 decks)

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