Resolutions Flashcards
Draft a resolution to be passed in a general meeting for the payment of a final dividend?
That a first and final dividend in respect of the financial year ended 31 March 2014 be declared payable on 27 March 2014 to holders of the said shares on the register at the close of business on 22 March 2014.
Explain how resolutions may be expressed to relate to, or alter, existing documents, giving examples?
That the purchase by the company of 1000 shares from HJ at a price of xx pursuant to S43 of the 2005 Companies Act, a copy of which has been initialled by the chairman, be approved.
Contrast the different types of resolution which may be passed at a company general meeting?
An ordinary resolution is used for all business where it is not specified that a special resolution should be used. An ordinary resolution is carried by a simple majority.
Certain ordinary resolutions must be given special notice such as the removal of a director.
A special resolution is used where specified in the articles or act and can be done by written in private companies. This must be carried by 75%. The text must be laid out in the notice and it must be called a special resolution. Notice can therefore not be changed. Special resolutions must be signed and provided to companies house within 15 days. The 2006 act abolished the need to give 21 days notice of a special resolution - its the meeting notice that counts. These are for major decisions such as alteration of the articles, reduction in capital.
The 2006 act allows for written resolutions which can be used for both ordinary or special resolutions.
The 2006 act abolished the provision for extraordinary resolutions but these are still allowed if read in conjunction with the 1985 act. A signed copy must be sent to companies house within 15 days.
