Changes and approvals needed for companies

Question 1

Adopt or Amend Articles of association

Answer 1

Special resolution
- 14 clear days notice for GM or 28 days for WR to lapse

Question 2

Appoint directors

Answer 2

Board Majority
- no statutory time limit
- reasonable notice for BM

Question 3

Remove directors

Answer 3

Ordinary resolution
- GM
- 28 days’ notice for GM, cannot be passed by written resolution

Question 4

Issue new shares

Answer 4

Ordinary Resolution
- 14 clear days’ notice for GM to lapse
- 28 days for WR to lapse

Question 5

Change company name

Answer 5

Special resolution
- GM or WR
- 14 clear days’ notice for GM
- 28 days for WR to lapse

Question 6

Reduce share capital

Answer 6

Special resolution
- GM
- 14 clear days’ notice for GM

Question 7

Disapplication of Pre-emption rights

Answer 7

Special resolution
- 14 clear days notice for GM
- 28 days for WR to lapse

Question 8

Declare final dividend

Answer 8

Ordinary resolution
- GM or WR
- 14 clear days’ notice for GM or 28 days for WR to lapse

Question 9

Appoint or remove auditors

Answer 9

Ordinary resolution
- GM
- 28 days’ notice for GM, cannot be passed by WR

Question 10

Amend shareholder rights

Answer 10

Special resolution
- GM
- 14 clear days’ notice for GM

Question 11

Allot shares

Answer 11

Ordinary resolution
- GM or WR
- 14 clear days’ notice for GM or 28 days for WR to lapse

Question 12

Wind up the company

Answer 12

Special resolution
- GM
- 14 clear days’ notice for GM

Question 13

What must you advise on when you give a client advice on voting at the general meeting for the various decisions which can be voted on?

Answer 13

Need to set out what voting looks like in practice at the meeting:
- Show of hands vs poll vote

Clearly explain, by reference to the company profile and number/percentage of shareholders, what is required for each for the resolution to be passed

Question 14

How are decisions passed at Board Meetings

Answer 14

Directors pass board resolutions by way of simple majority
- Show of hands: each director present has one vote
- In the event of a deadlock, the chairman has the casting vote

Question 15

How are shareholder decisions passed?

Answer 15

Shareholders can vote at a general meeting by way of show of hands of a poll vote
- Typically show of hands (this means for ordinary resolution of more than 50%, more than 50% of the people need to agree - as each shareholder present has one vote)

Poll vote:
- may be demanded by the chairman, directors, two or more shareholders or a shareholder holding at least 10% of voting rights
- this can be demanded in advance of GM, at a GM before the show of hands or immediately after