References Flashcards

1
Q

Method of forming a company:

A

s7 CA 06

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2
Q

Definition of memorandum of association

A

s8 CA 06

  • wish to form a company
  • at least 1 share each
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3
Q

statute requiring articles of association

A

s18 CA 06

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4
Q

Default application of model articles

A

s20 CA 06

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5
Q

Provisions of memorandum are now to be treated as part of the articles

A

s28 CA 06

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6
Q

The issue of a certificate of incorporation

A

s15 CA 06

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7
Q

Company name end with limited

A

s59 CA 2006

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8
Q

Private company requires 1 director

A

s154(1) CA 06

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9
Q

Private company not required to have. secretary

A

s270(1)

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10
Q

Prohibition of public offers of shares by a private company

A

s755

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11
Q

Statutory reference for special resolutions

A

s29

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12
Q

Copies of special resolutions must be forwarded to the registrar

A

s30

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13
Q

Company can change name by:

A

s77(1)(a) - special resolution

s77(1)(b) means provided for in articles

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14
Q

Members approval for directors service contracts

A

Under 2 years : none

Over 2 years of guaranteed period: s188

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15
Q

Where the companies act does not specify what resolution is required:

A

Ordinary resolution is to be used - s281(3)

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16
Q

Ordinary resolution requires simple
majority

A

s282(1)

17
Q

Special resolution requires 75% majority

A

s283(1)

18
Q

Written resolution requires 75% of voting rights

A

s283(2)

19
Q

In a written resolution vote, each member has one vote for every (x) of share capital

A

£10 - s284(1)

20
Q

On a vote of show of hands each member gets (x) votes

A

1 vote - s284(2)

21
Q

On a poll vote, each member has (x) vote

A

One vote for every £10 of stock or each share - s274(3)(a)

22
Q

Who has the power to call a general meeting?

A

Directors - s302

23
Q

Notice of general meeting is:

A

14 days - s307(1)

24
Q

Quorum at a shareholders meeting

A

2 qualifying persons present - s318(2)

25
Q

Who has the right to demand a poll vote?

A

5 members with the right to vote - s321(2)(a)

By a member(s) representing 10% or more of the voting rights - s321(2)(b)

26
Q

Clear day rule

A

s360

27
Q

Definition of subsidiary

A

s1159