Amending Articles and Changing Name Flashcards
When should the notice of the meeting (indicating the intention to propose the special resolution) be given?
seven days prior
How is a special resolution confirmed?
it must be confirmed at a subsequent general meeting by a simple majority vote of the eligible members present
What are the two requirements for a Company to change its name?
special resolution and
the written approval of the Minister.
True or False.
A copy of the special resolution shall be annexed to every copy of the articles issued after the confirmation of the resolution.
True
At the general meeting, how is the special resolution passed?
the special resolution is passed by three-fourths majority of persons who are members that are eligible to vote and are present.
What is the effect of an alteration made to the articles?
Any alteration or additions made will be as valid as if originally contained in the articles.
Once the requirements for changing the name are met, what must the Registrar do?
the Registrar will enter the new name on the register in place of the former name, and issue a certificate of incorporation altered to meet the circumstances of the case.
How does a company alter or add to its articles?
by special resolution
How/When is the subsequent general meeting called?
Notice of this meeting should have also been given.
This meeting is to be held at least two weeks after the first meeting, but no more than one month after.
To pass a special resolution, two meetings must be held as the requirement is double pronged. Explain.
First, the resolution must be passed at an extraordinary general meeting, followed by a confirmation of the resolution at a subsequent general meeting.
What should be done after the special resolution is confirmed?
Within fifteen days from the confirmation of the special resolution, a copy shall be printed and forwarded to the Registrar, who shall record it.
The business transacted at the extraordinary general meeting would be considered ______________, and the notice of the meeting must include what?
special business;
and you must indicate the intention to propose the special resolution in the notice of the meeting.
What is an extra ordinary general meeting?
any shareholder meeting other than the scheduled Annual General Meeting called by the directors of the company.
What are the consequences of non-compliance with the requirements for amending the articles/ changing the name?
If a company does not print and forward a copy of a special resolution to the Registrar or does not annex it to copies of its articles, the company and every director who permits default in complying with the requirements of the Acts shall be liable to fines.
