Resolutions Flashcards
What is an ordinary resolution?
A) A resolution passed by a simple majority (more than 50%).
B) A resolution requiring 75%+ of votes.
C) A decision made solely by the directors.
D) A resolution that can only be passed at a General Meeting.
A) A resolution passed by a simple majority (more than 50%)
(s282 CA 2006 – Ordinary resolutions require more than 50% of the votes cast.)
When is a special resolution required?
A) For routine business matters.
B) When passing a resolution with 50%+ of votes.
C) For major company changes, requiring at least 75% of votes.
D) When removing a director.
C) For major company changes, requiring at least 75% of votes
(s283 CA 2006 – Special resolutions are used for significant matters like altering the Articles.)
How can private companies pass shareholder resolutions without a meeting?
A) By passing a Board Resolution at a directors’ meeting.
B) By using the written resolution procedure.
C) By applying to Companies House.
D) By obtaining court approval.
B) By using the written resolution procedure
(s281 CA 2006 – Private companies can pass resolutions in writing instead of holding a meeting.)
Which of the following cannot be passed as a written resolution?
A) Change of company name.
B) Removal of a director.
C) Appointment of a new shareholder.
D) Declaration of dividends.
B) Removal of a director
(s288(2) CA 2006 – A director (s168) or auditor (s510) cannot be removed via written resolution.)
A company’s directors propose a major change to the Articles of Association. What type of shareholder resolution is required?
A) Ordinary Resolution (50%+ approval)
B) Special Resolution (75%+ approval)
C) Board Resolution
D) Unanimous approval by all shareholders
B) Special Resolution (75%+ approval)
(s21 CA 2006 – Changes to the Articles require a special resolution with at least 75% shareholder approval.)
Company XYZ Ltd has 3 directors. At a Board Meeting, 2 directors vote in favour of a resolution and 1 votes against. What happens?
A) The resolution is passed by majority vote.
B) The resolution is invalid due to lack of unanimous approval.
C) The resolution is referred to the shareholders.
D) The resolution is invalid unless all directors sign it in writing.
A) The resolution is passed by majority vote
(Art 7 MA – Board resolutions are passed by majority vote in a Board Meeting.)
A private company with only one director wants to approve a major transaction. What is the correct process?
A) The director can pass the resolution alone.
B) A General Meeting must be held.
C) Shareholder approval is required.
D) The company must have at least two directors to proceed.
A) The director can pass the resolution alone
(Art 7(2) MA – Single-director companies do not need a Board Meeting for decisions.)
ABC Ltd is holding a General Meeting. Archie owns 55 shares, Grace 20, Clare 10, and Saad 15 (Total: 100 shares). A special resolution is proposed. How can it be passed?
A) If at least 3 out of 4 shareholders vote in favour (show of hands).
B) If shareholders holding at least 75 shares vote in favour (poll vote).
C) If at least 50% of votes are cast in favour.
D) If Archie votes in favour, since he holds the most shares.
B) If shareholders holding at least 75 shares vote in favour (poll vote)
(Special Resolutions require 75%+ votes (s283 CA 2006), so at least 75 shares must support it.)
A shareholder is unable to attend a General Meeting but wants to vote. What can they do?
A) Appoint a proxy to vote on their behalf.
B) They must attend in person or lose their vote.
C) They can only vote through a Board Resolution.
D) Their votes are automatically counted based on past decisions.
A) Appoint a proxy to vote on their behalf
(s324 CA 2006 – Shareholders can appoint a proxy to vote at General Meetings.)
The Articles of Association require a minimum of three directors for a valid Board Meeting, but only two are present. Can the meeting proceed?
A) Yes, as long as one director is the chairman.
B) No, because the meeting is not quorate.
C) Yes, if the shareholders approve.
D) No, unless the directors use the written resolution procedure.
B) No, because the meeting is not quorate
(Art 11 MA – A Board Meeting requires at least the minimum number of directors stated in the Articles.)
Company DEF Ltd has a majority shareholder who holds 80% of shares. Can they pass any resolution alone?
A) Yes, they can pass both ordinary and special resolutions alone.
B) No, they must always seek shareholder approval.
C) Yes, but only ordinary resolutions.
D) No, because shareholders must vote collectively.
A) Yes, they can pass both ordinary and special resolutions alone.
*(An 80% shareholder has enough votes to pass both *ordinary (50%) and special (75%) resolutions.)
A company with only one shareholder is holding a General Meeting. What is the minimum number of people required for the meeting to be valid?
A) 2 people
B) 3 people
C) 1 person
D) 5 people
C) 1 person
(s318(1) CA 2006 – If a company has only one shareholder, they alone form the quorum.)
