The management of a business and company decision making to ensure compliance with statutory and other legal requirements

Question 1

Notice:

Answer 1

*A director can call a director’s meeting by giving notice of the meeting to the directors.
*Reasonable notice must be given.
*Notice must indicate:
Proposed date, time, and subject matter.
Where it is to take place.
If directors participating in the meeting will not be in the same place, the details as to how is it proposed, they will communicate with each other during the meeting.

*Need not be in writing.
*Need not be given to directors who waived the entitlement to notice of that meeting.

Question 2

Quorum:

Answer 2

*Quorum is 2 unless changed by the directors but cannot be changed to less than two.
*If there is a lack of quorum, the directors can only take a decision to appoint further directors or call a GM of shareholders to appoint further directors.

Question 3

Declaration of interest:

Answer 3

*If a director has an actual or proposed arrangement with the company in which the director is interested, that director cannot be counted for voting on quorum purposes.
Exceptions include:
*The members by ordinary resolution disapplies the provisions of the articles which prevent the director from being counted or voting for quorum purposes.
*The director cannot be reasonably regarded as likely to give rise to a conflict of interest.

Question 4

Declaration of interest -
The directors conflict of interest arises from:

Answer 4

*A guarantee given or to be given for an obligation by the company or its subsidiaries.
*Subscription for shares of the company or its subsidiaries, or to underwrite sub-underwrite, or guarantee the subscription for any such shares.
*Arrangements where benefits are made available to present/former employees/directors of the company and or subsidiaries which do not extend special benefits for the directors/former directors.

Question 5

Voting and the casting vote:

Answer 5

*One vote per director.
*Resolutions are passed by simple majority.
*If the votes for and against are equal, the chairperson has a casting vote unless chairperson not counted in quorum or for voting purposes.

Question 6

Ratification of acts by directors:

Answer 6

*Where a director has acted negligently in default in breach of duty or trust. The company can ratify such conduct by an ordinary resolution of the shareholders.
*Any interested director-shareholder (or any member connected to him) is not eligible to vote on such a resolution.
*However, the director can be counted with the quorum and taking part in the proceedings where such a decision is considered.

Question 7

General filing requirements (post board meeting):

Answer 7

*The directors must ensure that the company keeps a written record of every unanimous meeting or majority decision taken by the directors for at least 10 years.
*After a general meeting, the board must meet and resolve to carry out any act which the members have authorised if the members wish to use this authority.

Question 8

Procedural requirements of a GM of shareholders (members)
Private Limited Company:

Answer 8

Members exercise their powers by passing resolutions at a GM.

Question 9

Procedural requirements of a GM of shareholders (members)
Private Limited Company -
Calling of GM:

Answer 9

The two main ways a shareholder’s meeting may be called –
*The directors can call a GM of the company or
*Members representing at least 5% of the paid-up share capital of the company that carries the right to vote at a GM can require the directors to call a GM.
*Directors must call a meeting within 21 days from when the members require it.

Question 10

Procedural requirements of a GM of shareholders (members)
Private Limited Company -
Notice:

Answer 10

*Must give at least 14 clear days’ notice of a GM.
*General meeting’s where special notice is required (s.312):
*Removing a director by ordinary resolution or removing an auditor by ordinary resolution.

Question 11

28 days’ notice must be given of the intention to?

Answer 11

move a resolution requiring special notice. The removal of a director or auditor must be by general meeting and can’t be by written resolution.

Question 12

The special notice must be sent to the director or…

Answer 12

auditor who has a right to make a statement of their case at the meeting.

Question 13

A general meeting can be called by shorter notice of the members if?

Answer 13

90% (or such higher percentage as may be specified in the articles but not exceeding 95%) of the members having a right to attend and vote at the meeting agree to such shorter notice.

Question 14

Notice may be given by hard copy,…

Answer 14

electronic form, or website.

Question 15

Notice must state:

Answer 15

date, time, place of business and nature of business.

Question 16

The notice must state the text of?

Answer 16

any special resolution and specify the proposal as a special resolution.

Question 17

For single member companies, the quorum is?
In all other cases, …required for a quorum.

Answer 17

1
2

Question 18

Ordinary resolutions passed at general meeting:

Answer 18

*Show of hands - over 50% of the votes cast (simple majority) by those entitled to vote.
*By poll - over 50% of total voting rights of members entitled to vote, who vote in person or by proxy or in advance.

Question 19

Special resolution passed at general meeting:

Answer 19

*Show of hands on 75% or more of the votes cast.
*By poll - 75% or more of the total voting rights of members entitled to vote in person, by proxy or in advance.

Question 20

Show of hand v Poll vote:

Answer 20

If a vote is taken on a show of hands, every shareholder has one vote.
If poll vote is taken, each member has one vote for every share.

Question 21

WR -
an ordinary resolution or a special resolution may be proposed as?

Answer 21

a written resolution by the directors or members and has effect as if passed in a GM.

Question 22

Directors must send a copy of the resolution to?

Answer 22

every member, together with a statement explaining how to signify agreement to the resolution and the date by which the resolution must be passed, If not to lapse.

Question 23

Members -
with 5% of voting rights may require?

Answer 23

the company to circulate a WR.

Question 24

Time period -
a written resolution lapses if not passed within?

Answer 24

the period specified or if none specified, within 28 days of the circulation date.

Question 25

Restrictions -
written resolution can’t be used to?

Answer 25

dismiss a director or auditor.

Question 26

General filing requirements (post GM):

Answer 26

*A company must keep a record of all resolutions and minutes, or proceedings passed at GMs.
*The records must be kept for at least 10 years.

Question 27

Form AA01:

Answer 27

Change accounting reference date.

Question 28

Form AD01:

Answer 28

Change registered office.

Question 29

Form AP01:

Answer 29

Appoint director.

Question 30

Form AP03:

Answer 30

Appoint company secretary.

Question 31

Form CH01:

Answer 31

Change director details.

Question 32

Form CH03:

Answer 32

Change company secretary details.

Question 33

Form CS01:

Answer 33

Confirmation statement.

Question 34

Form MR01:

Answer 34

Register a charge.

Question 35

Form PSC01:

Answer 35

Notice of a person with significant control.

Question 36

Form SH01:

Answer 36

Return of allotment of shares.

Question 37

Form SH03:

Answer 37

Notify a purchase of own shares.

Question 38

Form TM01:

Answer 38

Terminate appointment of a Director.

Question 39

Form TM02:

Answer 39

Terminate appointment of a company secretary.

Question 40

Form NM01:

Answer 40

Change company name.

Question 41

Form IN01:

Answer 41

Register a private company.

Question 42

Form RR01:

Answer 42

Re-register private company as a PLC.