Formation of a Company - Meetings Flashcards
(25 cards)
Who can call a board meeting under the MA?
Any director may call or require the company secretary to do so
What is the required notice period for a board meeting?
There is no statutory minimum - reasonable notice must be given - this will depend on the company’s usual practice
What is the quorum for a board meeting under the MA?
MA requires at least 2 directors to be present unless the Articles state otherwise
How are board resolutions passed?
By majority vote; each director has 1 vote. A casting vote may be used by the chair to break deadlock
Who usually convenes general meetings?
the board of directors usually
What is the minimum notice period for a GM in a private company?
14 clear days’ notice is required, excluding the day of notice and the meeting.
When is notice deemed served if posted or emailed?
48 hrs later
Who must approve the GM notice?
The board must approve the form and circulation of the notice
What is the quorum for a general meeting?
- 2 shareholders
- 1 for a single member company
What is the GM Sandwich in company procedure?
- BM1 - to call the GM and approve the notice
- GM - to allow shareholders to vote
- BM2 to act on GM result
- Post-Meeting Matters (PMMs)
What happens at BM1?
- Board resolves to convene the GM.
- Board approves notice and then approves its circulation of the notice
What happens at BM2?
- Board is informed of the GM result
- Authorises implementation and PMMs
Can a GM becalled on short notice?
Yes, if:
- A majority in number of shareholders consent, holding at least 90% of nominal value of shares
5 shareholders with 20% each. Can a GM be held on short notice?
No - 3 of 5 shareholders is majority in number, but they only hold 60% total shares. All 5 must consent to meet the 90% threshold under MA
What is the procedure for holding a GM on short notice?
- BM held to approve GM notice and short notice consent form
- BM adjourned
- Shareholders agree in writing to short notice
- GM held immediately after adjournment
- BMs reconvened, outcome recorded
- PMMs carried out
Who can propose a written resolution?
Either the directors or the members of a private company
When is a written resolution passed?
When the required majority of eligible members agree in writing
What is an eligible member?
A member who would have been entitled to vote on the resolution at the circulation date
What happens if a resolution does not get enough support?
It lapses. For companies with MA - happens 28 days after circulation, unless a different time is specified in the Articles
Can all resolutions be passed via a written resolution?
No, the following cannot be passed via WR:
- Removal of director and removal of auditor
Where are WRs recorded?
In the company’s minute books, like minutes of GMs
Option 1 for passing a WR (shareholders present)?
- BM held, WR proposed and circulated
- BM adjourned
- Shareholders sign WR immediately
- BM reconvened, outcome recorded
- PMMs completed
Option 2 for passing a WR (shareholders not present)?
- BM held, WR approved and circulated
- WR signed and returned by post/email over time
- WR passes on reaching required support OR lapses after 28 days
- Second BM held to record result
- PMMs completed
What are the 3 categories of PMMs?
- Internal - minutes (kept for 10yrs), updating registers (members, directors, PSCs)
- Companies House Filings - e.g special resolutions, amended Articles, Forms
- Record keeping - maintaining required documents at registered office
