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Flashcards in Company ownership and management Deck (17)
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1

Days notice needed to call an AGM

21 days

2

Days notice needed to call a general meeting

14 days

3

Type of resolution needed to remove auditor

ordinary with special notice of 28 days

4

Type of resolution to change company name

special

5

Type of resolution to alter articles of association

special

6

Type of resolution to decrease share capital

special

7

Is approval needed from Board and/or Members when director identifies a conflict of interest?

Only disclosure to both is required

8

Does a director have duties once it vacates office?

Yes:
- to avoid conflict of duties
- to not accept benefits from 3rd parties

9

What happens when director enters contract in breach of their duties?

It can be rendered voidable at the option of the company

10

Penalty for directors who breach competition law?

up to 15 years disqualification

11

Are provisions that exclude directors from liability for breach of duty or negligence allowed?

they become void

12

What % of paid-up capital holders can request a general meeting?

5% or more

13

What % of S/H are needed for a sooner general meeting?

90% or more is needed for a meeting sooner than 14 days

14

Name 4 types of unfairly prejudicial relief that can be ordered by a court:

1) order to not alter articles
2) order authorising legal proceedings on behalf of co
3) order regulating future conduct
4) order for majority to buy out minority @ value b4 they were diminished by conduct of controlling S/H

15

Derivative claim

by a member, against a director, over an act of negligence/breach of duty/trust
- done on behalf of co

16

Can a company member apply for relief for unfairly prejudiced conduct even if it hasn't happened yet?

Yes
but relief is less likely to be given in absence of breach of law

17

Type of resolution to appoint a liquidator

ordinary