Seminar 6 - companies constiution Flashcards
What were the five main clauses contained in a memorandum of association under the CA 1985
- name
- registered office
- objects
- shareholders liability
- authorised share capital
What happened to clauses of old style articles of association under CA 2006 S28(1)
Automatically become provisions of articles (and are amendable under S21 process)
What does Section 31 of the companies act say in relation to a companies object?
A companies objects are completely unrestricted unless the constitution provides otherwise
What does Section 39 say in relation to a company’s dealings with a third party?
An act undertaken by a company with an outsider cannot be challenged if it is beyond the powers granted by the company’s constitution
What does Section 40(1) say in relation to directors powers
powers of directors to bind a company are deemed to be free of any limitation under the company’s constitution in favour of a person dealing with the company in good faith
What happens if a shareholder wants to stop a director entering in to a contract outside the companies objects?
Can seek an injunction S40(4) otherwise can take action against the director for breaching duty S40(5). Directors have to act within their powers (inc objects) S171
How can a company amend its object clause and what must be filed at Companies House?
Special resolution under Section 21 - Where objects clause has been removed, added or changed must send CC04 form to CH (S31(2)) along with copies of resolution and new articles
When the company amends it articles how soon must a copy of those articles be given to CH?
15 days after amendment takes affect - S26
When a special resolution is passed how soon must a copy of that resolution be given to CH?
15 days after passed - S30
How and under what section of the CH may a company change its name?
77(1) by SR or other means provided in companies constitution
