Module 3 revision cards - part 2 Flashcards
(113 cards)
1
Q
What registers and books are companies required to keep under CA2006
A
Register of members
Register of directors
Register of director residential addresses
Register of secretaries
Register of PSC
Register of charges
Minute books - director and member meetings
Director service contracts
Director indemnities
2
Q
What information must be included in the register of directors
A
Name
Service address
Country of residence
Nationality
Business occupation (if any)
Date of birth
Date of appointment
Date of termination (if relevant)
3
Q
Is the register of directors residential addresses a public or private document
A
Private
4
Q
What information must be included in the register of secretaries
A
Name
Service address
Country of residence
Date of birth
Date of appointment
Date of termination (if relevant)
5
Q
What number of days must amendments to the PSC register be made in
A
14 days
6
Q
Can a PSC register be blank
A
No, where there is no PSC that must also be recorded
7
Q
What are the 3 types of ownership structure that can be listed in the PSC
A
Individual person
Registrable relevant legal entity (RLE)
Other registrable person (corporation sole or local authority)
8
Q
Do listed companies need to keep a PSC
A
No, as they are already obliged to keep a record of anyone with a shareholding of more than 3% BUT subsidiaries of listed companies must still provide a PSC
9
Q
Where must MEMBERS meeting minutes be kept for inspection
A
At the registered office, they can not be kept at SAIL address
10
Q
Where must DIRECTORS meeting minutes be kept for inspection
A
No provision regarding availability or location for these minutes
11
Q
Should member and board minutes be kept together
A
No, because members have no right to inspect Director meeting minutes
12
Q
What type of companies can elect to store the 5 key statutory registers on the central register which is held by the registrar of companies
A
Private companies
13
Q
What are the 5 registers that can be kept on the central register
A
Register of Directors
Register of Directors residential addresses
Register of Secretaries
Register of members
Persons of significant control register
14
Q
How can Directors have their residential addresses removed from Companies House documentation
A
They need to apply to have it removed from public record (replaced with their registered office address)
15
Q
What are the 3 locations where company registers can be stored
A
In house
Central register with Co House (5 main registers only)
Third Party Service Provider
Only one alternative address to In House storage is permitted (Single Alternative Inspection Location)
16
Q
Is there a format for the way in which registers must be kept
A
No format as long as they provide the prescribed information
Hard or soft copy are permitted
Copies must be able to be taken for inspection where permitted
17
Q
What are the rules around storing the registers
A
Secure
Confidential
In line with GDPR
18
Q
Register of Directors must be updated in how many days
A
14 days
19
Q
Directors residential addresses must be updated in how many days
A
14 days
20
Q
Register of Secretaries must be updated in how many days
A
14 days
21
Q
Register of members must be updated in how many months
A
2 months
22
Q
PSC register must be updated in how many days
A
14 days
23
Q
Is there a cost of members to inspect the company registers
A
No
24
Q
Is there a cost of non members to inspect the company registers
A
Yes
25
How must an inspection of the PSC or members registers be requested
A statement identifying the person requesting the information and for what purpose they want to access the info
Application can be made to court for a decision if the company believe it is not a valid request
26
When must the statutory registers for a PRIVATE company be made available
2 hours between 9am - 3pm on business days
Must be given 2 days notice period during the notice period of a members meeting or 10 days notice at all other times
27
When must the statutory registers for a PUBLIC company be made available
2 hours between 9am - 5pm on business days
28
What are the 3 mains areas of amendments/disclosure that need notifying to companies house
Amends to the articles
Amends to the company registers
Some financial info
28
What is the name of the annual statement that companies have to file confirming all their information is up to date
Confirmation statement
29
Who must file annual reports and accounts
All companies, whether trading or dormant from their date of incorporation
30
How often must a confirmation statement be filed
At least once in every 12 month period
31
Can the confirmation statement be used to make amendments to the company information
No. Either the statement confirms the amendments have previously been made or they are to be made using the correct amendment form and submitted alongside the confirmation statement
32
What are classed as relevant events that need to be noted in the confirmation statement
Change to registered office address
Appointment, termination or detail change of directors
Appointment, termination or detail change of the company secretary
Change to location of the statutory registers
Amends to the PSC register
33
When does a change of registered office address or change in accounting date come into effect
Only once the form has been accepted and registered with Companies House
34
How can documents be submitted to Companies House
Hard copy
Electronic filing e.g. WebFiling
Software filing - through third party software such as BluePrint
35
What are the benefits of electronic filing over hard copy
Quicker
Cheaper
Lower rejection rates because of illegibility
Automatic confirmation that docs have been received
More secure
36
What are the penalties for late filing of documents to Companies House
Private company fines are less than public company fines
Penalties are doubled if filings are consecutively late
Prosecution of Directors can occur - as a last resort
The company can be struck off the companies register
37
What 4 pieces of information must be included on company stationary such as letterheads and emails
Full registered name
Place of registration
Registration number
Registered office address
38
Do names of Directors need to be shown on stationary
No
But where it is provided all directors not just one or some must be named
39
What information additional to what is placed on company stationary needs to appear on a company's website
VAT number
40
Can a company use its "business" name on letters
Yes, providing that all of the companies official registered details appear on the letterhead too (usually in the footnote)
41
Can a company display just its branded business name on its properties and website
No, the registered name must also be displayed but this can usually be found on a plaque near the building entrance
42
Can you include non statutory information in your registers
Yes as long as notification under GDPR is given and that the confidential information can be removed should an inspection of the registers be required e.g. bank details of shareholders of the register of members
43
What 2 ways can shareholders of a PRIVATE company make decisions
Written resolution (most pop)
Members meeting
44
Do PRIVATE companies have to hold an AGM
No
45
What must be included in a members meeting notice of meeting to consider it to be valid
Minimum notice period
Company name
Place, date and time of meeting
Details of what is to be considered
Which items if any are to be made by Special Resolution
Details on the right to appoint a proxy
IF ITS AN AGM THE NOTICE MUST CLEARLY STATE THIS TOO
46
What must be present at the members meeting to make it vaild
A quorum (in person or by proxy) maintained throughout the meeting
47
Do all parties need to be in the same place for a meeting to be valid
No as long as people can hear and contribute easily they do not need to be in the same location
48
What main topics are covered at a board meeting
Strategic issues
Management issues
49
What things might restrict a Directors decision making
Caps set in the articles
Director service agreement
Matters reserved for the board
Shareholder or investor agreements
50
What should shareholders not involve themselves in
The day to day running of the business e.g decisions on purchasing machinery
51
What are the usual members meetings during the year
AGM - to receive report and accounts, renew auditor etc
Ad hoc members meetings when required
52
What 2 items can not be decided by written resolution
Removal of a director
Removal of an auditor
53
Which 2 groups can propose a written resolution
Directors
Members
54
Who must receive the written resolution proposal
All members entitled to attend (sent by post or email)
Auditors
55
How does a member signify their agreement with a written resolution
By returning the written resolution, identifying the resolution and signifying their consent
56
When is a written resolution approved by the board
When the requisite majority of members have agreed
57
After how many days is a written resolution deemed to have lapsed
28 days
58
When MUST Directors convene a general meeting
By any member(s) holding at least 5% of paid up share capital or 5% of the voting rights
59
Can members put forward resolutions at an AGM
Yes but only for Public companies
60
When must a resolution proposed by a member at an AGM be granted
By not less than 100 members OR by members holding more than 5% in total voting rights
61
When must a resolution proposed by a member at an AGM by submitted
At least 6 weeks before the meeting
62
What matters are commonly covered at a general members meeting
Authorisation to issue additional shares in the company
Create a new share class
Appointment or removal of a director
Amendments to the articles
Changing the company from private to public or liquidation
63
Are PRIVATE companies required to hold an AGM
No
64
What are the primary topics covered at an AGM
Receive the annual report and accounts
Reappointment of Directors and auditors
Dividend payments
65
What should the AGM of a private company be called
Annual meeting of members
66
What are the 2 types of resolution and what percentage must vote in favour for it to be passed
Ordinary - majority vote
Special - 75% or more
67
What decisions require special resolution
Change of company name
Amending of the articles
68
What must the notice of a SPECIAL resolution contain
The full text must be set out and it must be identified as a special resolution to make it clear to members
69
What are the minimum notice periods for general meetings
14 days
70
What is the minimum notice period for a public company AGM
21 days
71
Delivery of documents is deemed to have been given by post or email after how long
48 hours after sending
72
What % of shareholders must agree to a shorter notice meeting
90% which can be increased to 95% by the articles but no more
73
What is a proxy
A person appointed by a member to act and vote at members meetings on their behalf
74
Who has the right to appoint a proxy
All members
The articles can not prevent this action
75
What is the process of appointing a proxy
Lodge a form of proxy with the company not less than 48 hours before the meeting (although shorter time frame may be permitted by the company)
76
Who is appointed as a proxy
Either the chairman of a specified person on the proxy form
77
Can the member still attend if they have appointed a proxy
Yes
78
How must the appointed proxy vote
Either as specified by the member or however the proxy decides should the member not specify
79
How can a proxy be cancelled
If another proxy form is received or by the member providing written notice at any time
80
What does CO2006 state is the minimum quorum for a general meeting
2 present members in person or by proxy
Except for a sole member company where it is 1 person
81
Who is entitled to attend a members meeting
Members
Directors
Proxies
Auditors
Corporate representatives
Auditors can only speak on matters that relate to them
Other people may attend with permission from the Chair but not usually permitted to speak
82
What is the role of the Chair of a meeting
To ensure the meeting is properly and fairly conducted - with all opinions expressed
83
Who should chair a meeting if the chair is not available
Another Director
A member
A proxy
Subject to provisions in the articles
84
What are the 2 ways in which voting at a meeting takes place
Show of hands
Poll
85
How are votes counted by a show of hands
One vote for each member regardless of the size of their shareholding
86
Advantage of show of hands vote
Much quicker
87
Disadvantages of show of hands vote
No account is taken of proxy votes
88
How are votes counted by Poll
One vote for each share held
89
Advantage of show of Poll vote
Proxy votes are taken into account
90
When is a Poll vote at a meeting usually taken
At the end to prevent the stop start flow of the meeting and to allow for more than one poll vote to be run consecutively
91
Can voting on a resolution be postponed
Yes, if there is poor attendance at the meeting or new information comes to light at the meeting which the members need time to consider before voting
92
What is unanimity rule
Where all members consent to a resolution even if none of the formalities have been observed
93
What are the 3 ways in which companies usually communicate with their members
In writing/paper
Electronically/email
Through their website
94
Explain management meetings
Held by the executive directors and senior management on a regular basis to make decisions
There will be an agenda but minutes do not need to be written and limited record of discussion
95
Explain board meetings
Held with longer time periods apart and include any Non Executive directors
Minutes are compulsory
96
When should Directors declare a conflict of interest
On appointment
At regular intervals e.g quarterly board meetings
At the start of any ad hoc meeting where there is a conflict
97
Aside from Directors who else has the right to attend a board meeting
Only those who have been consented by the Directors
98
What is the role of the Chair at board meetings
To ensure all points of view are discussed
Avoid repetition
Should focus on the subject being discussed and not allowed to digress
99
Is voting common at board meetings
No, unanimity or a good majority in favour is usually all that is required. In the event of a Director not agreeing with a decision it should be minuted
100
Can the Chair have a second or casting vote at board meetings
Yes if it is listed in the articles
101
What is the role of the Chair in general
Promote good relationships
Encouragement and support to senior managers and exec directors
Ensure accountability
Reviewing the boards performance
Development of Directors
Quality communication with shareholders
102
What are the key elements for effective board meetings
Sufficient notice to consider meeting packs
Quality board documentation including a clear statement of the what you are asking the board to do
Ensuring everyone is clear on their role
Allowing sufficient time for debate and challenge
Good time management
Reflecting on previous decisions and meetings to provide better future outcomes
103
What is the role of a committee
To provide more detailed oversight on certain areas of business to the board and report to them on it
It is still the board that must make the final decisions
104
What is the central register
Maintained by the Registrar of Companies at Companie House it holds the 5 main registers for PRIVATE companies only if the company chooses not to hold these in house, Usually only for companies where the information held rarely changes
105
Why are companies required to file financial documents with Companies House
Suppliers, customers, potential investors and employees will use this info to assess the financial strength and potential of the business
106
What resolutions must be filed with Companies House and within what time frame
Some ordinary and all special within 15 days of the resolution being approved.
Where the resolution amends the articles then an updated copy of the articles must also be filed
107
What resolutions of a PRIVATE company can not be completed by written resolution
The removal of a director
The removal of an auditor
108
What % of members of a PRIVATE company need to be in agreement to hold a short notice general meeting
Not less than 90% of members with voting rights. This can be amended to a maximum of 95% in the Articles
109
What % of members of a PUBLIC company need to be in agreement to hold a short notice general meeting and a short notice AGM
General meeting - 95% of members must agree
AGM - 100% agreement from members
110
What elements need to be considered in the creation of a Directors meeting
Notice of meeting
Quorum
Conflicts of interest
Attendance by non directors
Chairing the meeting
111
What qualities should minutes have
Objectivity
Clarity
Concise
Complete
112
What information should minutes contain
Name of company
Type of meeting that was held
Day and place of meeting
Those who were present and any apologies
Narration
Resolutions
