Shareholders and Directors Flashcards
What is the difference between an executive director and a non-executive director?
Executive director has a service contract.
Non-executive directors do not have service contracts and won’t receive a salary but rather directors fees.
What is the significance of the chair at a board meeting?
They have a casting vote meaning they can swing a split decision + They can call a poll vote.
How many directors for company ?
At least one (two for public)
Difference between de facto directors and shadow directors ?
De facto director = carrying out the job of a director even though they are not officially appointed
Shadow director = more likely to be in background not carrying out normal functions of director (doesn’t have to be officially appointed)
What must be done when new director is appointed ?
Must notify companies house within 14 days with APO1 form
(or APO2 if it is a corporate director)
Who decides directors service contracts ?
Board of directors can decide on terms of service contract - if they are entering service contract for more than two years it must be approved by shareholders
How can directorship be ended ?
By resignation must complete a TM01 from TM02 if corporate director within 14 days of resignation.
Special notice - notice of intention given to company 28 days before general meeting, at which resolution is proposed - they have right to defend themselves.
What is powers under [Bushall v faith] clause ?
Such a clause gives someone who is both a shareholder and a director greater voting rights as a shareholder of resolution is passed to remove them as director
What forms are required to appoint new directors ?
APO1 and APO2 used to notify companies house filed within 14 days
What are the motherfucking factors of a SPT ?
- director or someone connected
- buys/sells to company
- non cash asset
- more than 100k or 5k and 10% of net asset value
Difference between s 177 and s 182 companies act ?
S 177 - proposed transaction (civil breach)
A 182 - existing transaction (criminal sanctions)
What must be filed at companies house when removing a director ?
Just TM01 form
Are there restrictions on who should be a director
Not over 16 and very few statutory restrictions other then that so basically anyone
How can directors be appointed ?
By board meeting or ordinary resolution
When is ordinary resolution required for director loans ?
Over £10k for personal loans
Over £50k for business loans
