C)8 Companies: Ownership and Management Flashcards
(20 cards)
What is A de facto director?
a person who acts as a director of a company without having been formally or legally appointed to that role. In other words, they are not officially registered as a director
How old do you have to be to be a director of a company?
16 Years old
How many days do you need to give for special notice ?
28 Days prior before a meeting
What type of resolution is require for a removal of a director ?
Ordinary resolution
What is a constitution?
legal framework or governing documents of a company that define its structure, powers, and internal rules.
Are directors agents of the members of a company?
No
What does it mean when a company is insolvent?
A company can no longer pay its debts or when a companies liabilities exceed its assets
What percentage of shares in a company do you need for cancellation of a variation of class rights?
15% of the class of shares in question
What percentage of shares in a company do you need to request a general meeting ?
5% of the companies paid up capital with voting rights
What is unfair prejudicial conduct?
Unfairly harms the interests of the other shareholders especially the minority shareholders
How much notice has to be given by a PLC for the holding of its annual general meeting?
21 Days
What is a resolution?
A resolution is a formal decision or expression of intent made by a company’s board of directors or shareholders. It is typically voted on and recorded in the company’s official records, such as meeting minutes.
Can a director be removed from office by passing A written resolution?
No a written resolution cannot be used to remove a director or an auditor.
C an a director be removed under a provision of a companies articles of association?
Yes, modern articles provide for the removal of bankrupt directors
What type of director is not normally involved in the day to day running of a company?
A non-executive Director
What is fraudulant trading ?
When a company carries on business with the intent to defraud its creditors or for any fraudulent purpose
What is wrongful trading ?
when directors allow a company to continue trading when they knew, or ought to have known, there was no reasonable prospect of avoiding insolvency.
Does not require intent to defraud
What does wrongful trading only apply to a company?
When the company is wound up
Do directors have to legally consider the the impact on the environment when making business decisions ?
Yes under section 172 of the companies act
