Company Decision Making Flashcards
(29 cards)
A private limited company with unamended MA changes it’s registered name. What documents must be filed with the Registrar of Companies?
The special resolution to change the company’s name
Notice of the change of name - form NM01
Change of name fee
3 friends have set up a private limited company. The friends are the only directors and shareholders of the company. The company has unamended MQ.
What is the correct procedure on notice for holding a GM and BM?
For a GM - 14 clear days
For a BM - reasonable notice
3 friends have set up a private limited company. The friends are the only directors and shareholders of the company. The company has unamended MQ.
What is the correct procedure on voting as directors?
Directors can make decisions by unanimous agreement without calling a BM.
At BMs - directors’ decisions are taken by simple majority
3 friends have set up a private limited company. The friends are the only directors and shareholders of the company. The company has unamended MQ.
What is the correct procedure on requesting a poll vote?
A poll vote can be requested by two shareholders with 5% shareholding.
A single shareholder needs 10% of the voting shares to request a poll vote.
A private limited company with unamended MA appoints a new director.
What documents must be filed with CH?
The notice of the appointment of the director - form AP01 or AP02
Admin - update registered or directors and register of directors’ residential addresses
BM minutes or BM and GM minutes
What are shareholders’ rights in relation to GMs?
Shareholders who either individually or together hold 5% of paid up voting shares in the company may request the company to CALL a GM.
Voting requirements for changing a private company’s name?
Special resolution. A special resolution requires 75% of the shareholders to agree.
What are the notice requirements when the Board convenes a general meeting? E.g. directors hand notice of GM to all of the shareholders.
14 clear days’ notice (when counting days for these purposes, whether it is a business day or not is irrelevant)
Definition of a substantial non-cash asset?
Any property other than cash
Substantial means:
-an asset worth more than 100k
-an asset worth more than 5k but not more than 100k is a substantial asset if worth more than 10% of the company’s NAV
(An asset worth 5k or less is NOT a substantial asset)
Authority required for a substantial property transaction?
Shareholder approval by ordinary resolution.
SPTs: Definition of a connected person?
Companies in which the director (and others connected to them) hold 20% or more of the shares.
Family - spouse, civil partner, partner, children, stepchildren, children of partners
NOT - brothers, sisters, grandparents, grandchildren, uncles, aunts, nephews, nieces
Shareholder shareholding requirements for holding a GM on short notice:
A majority in number of shareholders who between them hold 90% or more of the shares.
Formalities required for company contracts:
s43 CA 2006 - a contract may be made:
By a company, by writing under its common seal, or
On behalf of a company, by a person acting under its authority, express or implied.
Shareholder approval is required for loans to directors but there are a number of exceptions:
Loans of up to 10k and credit transactions of up to 15k do NOT require shareholder approval
Expenditure on company business
Loans for defending proceedings brought against a director
Loans for defending regulatory actions/investigations
When will the change to a company’s registered office address take effect?
On the date when the change is registered by the Registrar of Companies.
What is the full notice period for a GM held by a private company?
14 clear days’ notice is required. If the notice is emailed/posted this adds on at least 48 hours.
People with Significant Control (‘PSC register’):
Only those with OVER 25% of the company’s shares need to be on the PSC register. Be careful with this - not those with 25% of shares but those with OVER 25% of shares.
Requirements for calling a GM to pass an ordinary resolution
The notice must be sent to all shareholders and directors.
Notice can be sent in hard copy or in electronic form or on a website (or a combination of these).
The notice need only state the general nature of the business to be dealt with (unlike a meeting for a special resolution, which requires the exact text of the proposed resolution).
The notice must include a statement of the right of a member to appoint a proxy.
Can written statements be included in a poll vote?
No, the shares of a person who makes a written statement confirming their support for a resolution will NOT be included in a poll vote.
A company has passed a resolution removing one of its directors. What documents must be filed at CH?
Form TM01 informing CH of the termination of an appointment of a director.
Must be sent within 14 days of the termination.
Formalities for removing a director:
A company (shareholders) may remove a director by ordinary resolution.
Special notice (28 days) is required for the meeting at which the removal resolution will be proposed.
What is the procedure for removal of a company’s auditors?
An ordinary resolution of the shareholders is required to remove a company’s auditors.
What two decisions can’t be passed as written resolutions?
Removal of a director
Removal of an auditor
Written ordinary resolution:
Passed by a simple majority of the total voting rights of eligible members.
