A Company's Officers

Question 1

A Company’s Officers

Appointment of Directors

2 Ways…

Answer 1

1. Board Resolution of Directors themselves
2. OR of shareholders

Appointment notified to CH via AP01 in 14 days

Register of Directors kept

Question 2

A Company’s Officers

Appointment of Company Secretary

1

Answer 2

Falls under Directors general powers of management via MA3.

Notiifed to CH via Form AP03 in 14 days

Register of Company Secretaries kept

Question 3

A Company’s Officers

Directors Service Contracts of more than 2 years

How approved?

Answer 3

OR of the Shareholders

All Directors service contracts to be kept for 1 year at registered offi

Question 4

A Company’s Officers

Removal of Directors

Answer 4

Shareholders can remove directors via OR that must be at a General Meeting (s168)

Special notice given 28 days before meeting- director has right of reply

Form TM01 at CH within 14 days

Question 5

A Company’s Officers

Directors Duties

9

Answer 5

s171- Duty to act within powers
s172(1)- Duty to promote success of company
s173- Duty to exrcise independent judgment
s174- Duty exercise reasonable care, skill and diligence
s175- Duty to avoid conflict of interest
s176- duty not to accept benefits
s177- Duty to declare interests (preventative)

Question 6

A Company’s Officers

Disqualification under CDDA 1986

3

Answer 6

s3- persistent breach of companies legislation- 5yrs

s6- Unfit for management & company insolvent- 15yrs

s10- participation in wrongful or fraudulent trading