Statues Flashcards
3rd Party not bound to enquire about limitations placed on directors, providing they are acting in food faith (Indoor Management Rule)
S.40
– Right to Pre-emption (first refusal of new shares to preserve stake in company)
S.560-577
Shares cannot be sold at a discount and Alottee is liable to pay discount + interest if sold at discount
S.580
Shares can be part paid but remaining amount can be recalled by company.
S.581
Share premium account may be used for expenses of issuing new shares, and to fund bonus shares for existing shareholders.
S.610
– Rights can be altered in line with AoA or with prior consent of 75% of shareholders in question.
S.630-640
– Reduction in share capital only as authorised in law
S.641-649
Not possible to reduce capital if only redeemable shares left.
S.641(2)
– Purchase of shares out of capital prohibited because no capital would flow into company.
S.658
Distrubutions defined as “Every distribution of a companies assets to members in cash or otherwise”
S.829
– Distributions only made from profits.
S.830-831
Those receiving unlawful distributions must repay it.
S.847
Requirement to register charge
S.859
If company creates a charge to which s.859 applies, charge will not be Valid unless it is registered.
S.874
Require a ordinary resolution at a meeting to remove director
S.168
– Director has right to address the meeting (to remove) and circulate written Representation
S.169
Directors Duties
S.171-177
Unfair Prejudice
S.994-999
Minority shareholder protection on basis company affairs conducted in a manner which is unfairly prejudicial to interest of members (including atleast himself)
S.994
– If claim well founded, court remedies including regulating conduct, stopping act, beginning civil proceedings.
S.996
– guarantees Limited Liability
IA S.74
Wrongful Trading – When company in insolvent liquidation , and director knew / ought to have known company had no prospects of not going into insolvent liquidation.
IA S.214
– Disqualification Orders
CDDA S.1
– Indictable offence = 15 years disqualification
CDDA S.2
Persistent Breaches of Company legislation = 5 years disqual.
CDDA S.3
Fraudulent trading = 15 years disqual
CDDA S.4
– Summary conviction = 5 years disqual
CDDA S.5
voluntary disqualification of director of company which became insolvent
CDDA S.6
Private LTD companies unable to sell shares except on a “private Concern basis”
s.755
