Week 6

Question 1

What are two ways a shareholder can pass a resolution.

Answer 1

• Voting on them at a meeting (either in person or by proxy);
• or by signing a document setting out the resolution (a “consent resolution”).

Question 2

What are the six types of shareholders resolutions?

Answer 2

1. an ordinary resolution
2. Special Resolution
3. Exceptional Resolution
4. Unanimous Resolution
5. Separate Resolution
6. Special Separate Resolution

Question 3

List the tabs in the Corporate Records Book.

Answer 3

Charter Documents (Recognition Documents)
Central Securities Register
Register of Directors
Forms Filed with Registrar
Consents/Resignations
Shareholders’ Minutes/Resolutions
Directors’ Minutes/Resolutions
Share Certificates
Documents filed by the Directors
Miscellaneous

Question 4

What are example of first director’s resolutions!

Answer 4

issue of shares and approval of form of share certificate
pre-incorporation contracts
appoint officers
banking resolutions
appoint registered and records office agent and approve the records office agreement
fix quorum for directors meetings
fix financial year-end
appoint auditor if is to be one

Question 5

What is the Registered and Records Office?

Answer 5

• A records office – where the company’s records are kept and made accessible to those entitled to examine them (see above)
• A registered office – where legal documents may be delivered or served on the company