Business - Corporate Governance Flashcards
(29 cards)
What % of shareholders must approve a short notice meeting?
90% for Ltd or 95% for PLC
Buyback of shares from profits needs a ….
OR and SH selling shares does not vote. Then board res to approve contract to buy shares
Buyback of shares from capital needs…
Statement of solvency and auditors report, then an SR and an OR with impacted SH not voting. Solvency and auditors report are submitted to CH alongside the SR
Removal of a director process?
Form?
1)resignation
2)OR from
shareholders provided a ‘special notice’ (312)of at least 28 clear days is given before the general meeting, D has right to see the S312, speak at the GM, make written representations.
3) if disqualified by the court or under the company’s articles of association
Cannot use written resolution
TM01
Change filling date with CH? Form?
Can only change for current or immediately prior period. AA01 form
Change company name
SR and then NM01. Name will need to be available, not contain certain words eg royal, charity if not valid
What kind of records does a company need to retain in case of inspection?
The Company will need to maintain the various records and keep them for inspection at its
registered office, such as a register of members, directors and secretaries, persons with significant
control, and copies of resolutions and minutes of meetings.
Appointing a director?
Change of director’s details?
1) On incorporation
2) OR or board’s decision (board res) then AP01
Change of details = TM01
Filing confirmation statement is…
and the form is…
Confirmation that company has fulfilled all of its duties to notify the Registrar of Companies of any relevant changes. Before making a confirmation
statement, the company must check that it has informed Companies House of any relevant events or
changes, such as changes to shareholder information, or the trading status of shares.
Form is CS01. File within 14 days of filling date
Register a LTD or PLC with CH
IN01 and also notify HMRC
Who can call an GM?
Directors or request from SH making up at least 5% of paid up share capital/voting rights. If 5% is achieved Directors must ensure meeting is called within 21 days of SH request and held within 28 days of being called
How much notice for a GM?
14 clear days or 21 for AGM
Remove an auditor?
Same process as removal of director
Amend the Articles of Association?
SR then send copy of amended articles within 15 days of effective date and copy of the SR within 15 days of it passing.
Appoint or terminate Company secretary?
Notify CH within 14 days
Service contract to director 2 years+ (including notice period)
Will need a SH approval in a GM or WR and contract must be available to view 15 days before (GM) or sent round with the WR
what is a Substantial Property transactions with director and how is it made legit
A D or connected person buys or sells the company a non-cash asset of substantial value (£100k+ or over 5k AND 10% of NAV)
Needs approval via an OR unless D is also a D of a 100% owned sub
Bushell vs Faith clause in MA?
Gives director(s) weighted voting rights if they are also a shareholder
Director loan or guarantee of loan/Payment for loss of office over £200
OR and terms available 15 days before or with the WR unless D is a D of 100% sub then no OR
7 directors duties
1) Act within powers
2) promote success of co for benefit of members
3) Exercise independent judgement
4)Avoid conflicts of interest (S175)
4) Exercise reasonable care skill and diligence (S174)
5) Declare interest in transactions unless it is known/ought to have known (s177)
6)Don’t accept favours from 3rd parties
What kind of loans to directors are excluded from needing an OR?
Under 10k or company is a money lending biz and D is taking loan as a customer on standard terms
What are the requirements for a stock transfer form?
Sent to HMRC within 30 days of effective date of transfer. Person becomes a member when their name is entered on the register of members.
Allotment of shares
Power to alot shares can be given to D in the AoA or by a resolution. Following allotment the company must:
-Register the allotment as soon as is practical and within 2 months after the date of allotment.
- File a return of the allotment containing certain prescribed info and accompanied by a statement of capital with the registrar of companies within 1 month of the allotment
- Issue share certs within two months of the allotment unless special circs apply.
Share buyback
Purchase of own shares from a member, needs an OR
