Decision Making

Question 1

What to file at Companies House on incorporation

Answer 1

IN01, memorandum, articles of association

Question 2

Direct directors to refrain or refrain from taking a certain action

Answer 2

Special resolution

Question 3

No of directors and shareholders limited company

Answer 3

Min 1 of each

Question 4

Voting power of members

Answer 4

1 vote per shareholder unless agreement to the contrary

Question 5

Declaration and payment of dividends

Answer 5

Recommended by directors, shareholder ordinary resolution

Question 6

When is a company incorporated

Answer 6

On the date on the certificate, ignore postal date or when the company is on the website

Question 7

Calling general meetings

Answer 7

14 days notice, except for AGM of plc 21 days notice

Question 8

Reducing notice to call general meeting

Answer 8

Consent form must be signed with shareholders holding 90% of the nominal value

Question 9

How to appoint a director

Answer 9

Either by board and ordinary resolution of members. Register within 14 days to CH (also update director’s details)

Question 10

How to amend articles

Answer 10

Special resolution of shareholders

Question 11

What must be filed at CH after a change in articles

Answer 11

New articles and special resolution of shareholders

Question 12

Change the name of the company

Answer 12

Special resolution of shareholders, filed at CH within 15 days

Question 13

Description of director in Companies Act

Answer 13

De jure director (properly appointed)

Question 14

Issuing more shares in the same class (company incorporated after 2008)

Answer 14

no approval needed unless A o A says otherwise

Question 15

What info should be kept at the registered office about directors

Answer 15

Register of directors and residential address

Question 16

Pre-emption rights

Answer 16

Gives shareholders the right to purchase shares that are being transferred or issued before being offered to 3rd parties. Should be offered shares in the same class they already own and in proportion to an existing shareholding.

Question 17

Decision making directors

Answer 17

Should be unanimous or majority at a properly called board meeting

Question 18

Board meetings

Answer 18

Can be called by any director or secretary by giving notice. Can be on video, telephone as long as directors can express their views. Quorum is 2 unless changed by a decision of the directors. Can appoint the chair of the meeting that will have the casting vote.

date time and location, to each director

Question 19

Conflicts of interest

Answer 19

Must declare direct and indirect interest. If a director is interested in a transaction, they should not be counted in the quorum.

Question 20

AGMs

Answer 20

No longer a requirement for private companies after CA 2006. Quorum is 2 unless there’s just 1 shareholder. Must be a chair of the meeting. No casting vote

Question 21

Notify of new partner change LLP

Answer 21

Within 14 days to Companies House

Question 22

Cease to be a partner LLP

Answer 22

Give notice to other members, notice to CH within 14 days

Question 23

Ltd name change

Answer 23

Special resolution, filed with CH within 15 days

Question 24

Payment of shares

Answer 24

All shares after formation must be fully paid up on allotment

Question 25

Charges or mortgages

Answer 25

Registered at CH within 21 days of creation

Question 26

Disapplication of pre-emption rights

Answer 26

Special resolution

Question 27

How long to keep minutes of all general meetings?

Answer 27

10 years

Question 28

How long to keep a copy of the director's service contract

Answer 28

1 year after the term

Question 29

Confirmation statement

Answer 29

File within 14 days of the company's accounting period, criminal offense

Question 30

Send copies of accounts

Answer 30

9 months (after the relevant accounting period) private companies, 6 months public

Question 31

Shareholder resolution to remove a director

Answer 31

28 days notice before the meeting, ordinary resolution

Question 32

How is a dividend approved?

Answer 32

proposed by board, Ordinary members resolution

Question 33

Shareholders request a general meeting

Answer 33

Request for shareholders together owning 5% or more. Directors must call it within 21 days and it must be held within 28 days of the request ## Footnote 50% owner can call it themselves

Question 34

Notice in advance of a general meeting

Answer 34

14 clear days for private (minus 15 from the date of the meeting), 21 for public

Question 35

Written resolution lapse

Answer 35

28 days including the date of circulation

Question 36

Order of creditors - statutory

Answer 36

Fixed charge holders. Liquidators' fees and expenses (some sources say this first) Preferred creditors (employees wages, hmrc) Floating charge holders. Unsecured creditors. Interest incurred on all unsecured debts post-liquidation. Shareholders.

Question 37

Fixed charge creditors or mortgage in bankruptcy

Answer 37

If proceeds are not sufficient, could recover the balance lower down

Question 38

Floating charge assets

Answer 38

stock and inventory, cash/bank balance, planty and machinery, furniture, fittings etc

Question 39

Preferential debts

Answer 39

1 tier from 1 January 2020 (used to be 2) 1. employees for remuneration due in the 4 months before the date of the winding-up resolution or petition, max 800 per employee plus accrued holiday pay, and for certain contributions owing to an occupational pension scheme. 2. Crown - PAYE and national insurance, VAT (stop being preferential between 2002 and 2020)

Question 40

Prescribed part fund

Answer 40

Certain % of net property is secured for unsecured creditors (usually from money for floating charge)

Question 41

Floating charge creditors

Answer 41

Paid according to their priority (date) unless insufficient funds, then abate proportionately

Question 42

Unsecured creditors

Answer 42

Trade creditors

Question 43

Secured creditors being considered twice in bankruptcy

Answer 43

If the proceeds from the sale of the secured asset are insufficient to fully cover the debt, the secured creditor becomes an unsecured creditor for the remaining balance.

Question 44

Interest from unsecured debts from

Answer 44

Interest on debts from the commencement of winding up

Question 45

Postponed creditors

Answer 45

Check Articles of Association, may be preference in how they're paid back

Question 46

Approval needed for service contract

Answer 46

New director service contract, shareholders don’t need to approve unless longer than 2 years