2.3 Companies: Company Procedure Flashcards
(134 cards)
1
Q
From when are subscribers deemed Ms + provision
A
From MoA (112(1))
2
Q
Which company can only pass shareholder resolutions at GM + provision
A
Pub, 281(2)
3
Q
Provision on approving form of GM notice
A
in accordance w/ 311
4
Q
790M provision on what
A
Updating PSC reg
5
Q
How do Bs instruct CS
A
By delegation under ma 5
6
Q
AP01
A
Appointing D
7
Q
Browne v La Trinidad
A
Reasonable notice is whatever is usual
8
Q
Who calls GM + provision
A
Ds, 302
9
Q
MA 9(1)
A
Any D calls BM
10
Q
Who chairs GM + provision
A
Chairman if willing, MA 39(1)
11
Q
Powers of D + provision
A
D exercises all powers of C (MA 3), subject to shareholder reserve (MA 4)
12
Q
What if no chairman/unwilling to chair GM + provision
A
Ds must appoint, or Ms if no Ds present (MA 39(2))
13
Q
Appoint D form
A
AP01
14
Q
What is the presumed accounting ref date + provision
A
Last day of month of anniversary of incorporation, 391(4)
15
Q
How is accounting ref date changed
A
By giving notice
16
Q
Period for sending res affecting constitution to RoC
A
15 days
17
Q
What must all companies do w/ regard to their name - publicity requirement
A
Disclose name
18
Q
TM01
A
Resigning D
19
Q
Notice for AGM of Pub + provision
A
21 days, 307(2)(a)
20
Q
What is the default rule on delivery of a notice under 1147
A
Post/email = deemed served 48 hours later
21
Q
167(1)
A
Change of D provision under CA (time to inform CH)
22
Q
Change of D provision under CA (time to inform CH)
A
167(1)
23
Q
283(1) applies to what kind of res
A
SR
24
Q
Can threshold to approve short notice under 307(5) be reduced?
A
No - can only be increased up to 95% in AoA
25
Provision on 2 months to issue share certificates for transferred shares
776
26
Why must CS be instructed to immediately enter Ms in register if shares transferred
Bc any notice of GM also goes to these new Ms
27
What happens if reg office changes + general provision
Must notify registrar (s.87)
28
87(2) CH notifications
Inform CH of change to reg office
29
Quorum for GM + provision
2 qualifying persons, 318(2)
30
What must be filed w/ CH if AoA changed
Res and amended articles
31
Res required to change name + provision
SR, 77(1)(a), unless AoA provides otherwise
32
What BRs are needed whenever CS must be instructed or GM called
BR to instruct CS, to call GM, and to approve form of GM notice
33
Who decides if res passed by SoH at GM + provision
Chairman (320(1))
34
New PSC form
PSC01
35
Where is default rule for delivery of a notice
1147
36
355 provision on what
Record GM minutes
37
Voting for BMs + provisin
Majority MA 7(1)
38
What happens to old certificates when shares transferred
Old certificates cancelled
39
What should Ms be informed of in GM notice
Rights under 324
40
Appointing CS form
AP03
41
Provision on record Board Minutes
248
42
Provision on who CS must send notice of GM to
310 + 502(2)(b)
43
Provision on record GM minutes
355
44
s.86
Requires reg office doc company
45
AD01
Change reg office
46
Provision in CA on clear days
360(1)
47
Provision requiring res affecting constitution to be sent to RoC within 15 days
30(1)
48
Who is responsible to update statutory books
Ds
49
PSC01
New PSC
50
Section requiring CH to be informed of change to reg office
87(2)
51
TM02
CS resigns
52
771 on what
Once transfer of shares lodged w/ company, company must either register or give notice of refusal
53
Provision on manner CS must call GM
308
54
MA 3
Ds exercise all powers of C
55
282(1) applies to what kinds of res
OR
56
Provision requiring notice to RoC for change of name
78(1)
57
Two sections which govern what docs must be sent to CH
29 + 30
58
MA 12(1)
Ds choose chairman
59
302 on
Ds call GM
60
Resigning CS form
TM02
61
Who chooses chairman + provision
Ds MA 12(1)
62
485(1)
Must appoint auditors for each financial year
63
Form to change name
NM01
64
What must SR indicate on it if proposed by WR
Lapse date, how to signify agreement, and state it is SR
65
Provision on company must keep CS reg
275
66
544(1)
Shares transferred in accordance w/ AoA
67
PSC ceasing form
PSC07
68
Change accounting ref date form
AA01
69
Who must receive notice of GM + provision
Every M + D (310), and auditors (502)
70
Provision on updating PSC reg (not informing CH)
790M
71
Who gets a casting vote + provision
Chairman MA 13(1)
72
30(1) says?
res affecting constitution to be sent to RoC within 15 days
73
MA 13(1)
Chairman gets casting vote
74
What if board vote unanimously + provision
Can vote by e.g. WR per MA 8
75
Provision on appointing auditors (must appoint for each financial year)
485(1)
76
MA 26(1)
Shares can be transferred in usual form, or form approved by Ds
77
770(1) on?
O to register transferred shares arises when proper instrument of transfer delivered
78
Manner of notice for GM + provision
By hard copy, electronic or website, 308
79
391(4)
Presumed accounting ref date is last day of month of anniversary of incorporation
80
248 on what
Record BM minutes
81
Content of GM notice + provision
311 requires date, time, location, general nature. Should inform M of rights under 324.
82
Provision on shareholders can vote through proxies
324
83
MA 39(1)
Chairman chairs GM if willing
84
Two stage test for short notice of GM
(i) Majority of Ms w/ (ii) NV of at least 90% of total shares w/ voting rights agree
85
How do Ms agree to WR + provision
By authenticated doc identifying res + agreement, 296
86
MA 11(2)
Quorum for BM is at least 2
87
Default manner of voting at GM + provision
By SoH unless poll demanded (MA 42)
88
Who calls BM (+ provision)
Any D (MA 9(1))
89
17(1) MA
Ds appointed by OR or Ds
90
Provision on silence on type of res = OR
281(3)
91
112 says what generally
When Ms become Ms
92
Period to inform CH of change to CS reg
14 days
93
How do Ds resign + provision
By notice under MA 18(f), accepted by BR
94
Under which provision of CA do Ds approve transfer of shares (2 provisions)
771 + MA 26
95
CA provision on when Ms become Ms
112
96
Provision on Ms can vote through corporate reps
323
97
Provision on short notice for GM
307(5)
98
MA 42 says what
Voting at GM by SoH by default unless poll demanded
99
CA provision requiring reg office
86
100
Provision on majority for SRs
283(1)
101
Resigning D form
TM01
102
MA 7(1)
BMs voting by majority
103
AP03
CS appointed
104
When is a Board meeting only adjourned
If GM can take place immediately
105
MA on transferring shares
MA 26(1)
106
Why it is important to update M reg immediately in BM
To ensure notices for e.g. GMs go out to those individuals
107
Notice for BM (+ case)
Browne v La Trinidad, reasonable notice is whatever is usual
108
281(3) says
Silence on type of res = OR
109
Method for shareholder resolutions, if Priv (e.g. meeting or...?) + provision
WR + GM, 281(1)
110
How are Ds appointed + provision
OR or by Ds (17(1))
111
When does change of name take effect from + provision
New certificate (81(1))
112
What is included in agenda of BM after GM
Reporting back on GM decision
113
Time to file appointed/resigned CS/D w/ CH
14 days
114
Section requiring C to update RoC of changes to PSC
790VA
115
NM01
Form to change name
116
Quorum for BM (+ provision)
MA 11(2), at least (and presumed to be) 2 Ds (can be fixed upwards)
117
What happens on procedure plan if someone is not able to participate in voting
They are marked as only in attendance for that part of the meeting
118
81(1)
Change of name takes effect from new certificate
119
When do people other than subs become Ms + provision
Once registered (112(2))
120
276(1)
Change of CS provision under CA (time to inform CH)
121
How long to issue certificates for transferred shares
2 months
122
AA01
Changing accounting ref date
123
Provision on majority for ORs
282(1)
124
Provision on company must keep D reg
162
125
PSC07
PSC ceasing
126
Notice for GM of Priv + provision
14 clear days, 307(1)
127
Change of CS provision under CA (time to inform CH)
276(1)
128
What if, once transfer lodged, C refuses to register? + provision
Must give reasons, 771(2)
129
What happens if C has only single M, for books
Enter on M reg
130
MA 4
Shareholders have reserve powers
131
What kind of res must always be sent to RoC per 29(1)(a)
SR
132
When does O arise to register shares that have been transferred + provision
When proper instrument of transfer delivered, 770(1)
133
How must shares be transferred + provision
In accordance w/ AoA, 544(1)
134
360(1) says what
Clear days excludes dat of notice + day of notice
