WS2: Formation of a Company Flashcards
What resolution is needed to amend the Articles? What principle underpins any amendment of the Articles?
Special
Must be bona fide in the interests of all shareholders
How can an entrenched provision of the Articles be overturned?
Agreement of all members.
What must be provided to Companies House to start a company from scratch?
Form IN01
Articles
Fee
Memorandum
On what date does a company become a legal entity?
On the date of the certificate of incorporation
What needs to be changed from a shelf company to make it how the client wants it?
Name - special resolution of shareholders - form NM01
Registered office - AD01
Members / directors / company secretary changed - AP01 / AP03
Order that appointments and resignations are made in matters because there must always be at least one director needed
When does a new company name become effective?
From the date on which the new certificate of incorporation on change of name is issued by the Registrar of Companies
What practical issues should the directors of a company handle post-incorporation?
Chairperson selection
Accounting reference date
Auditor - done by BR
Tax registrations
Shareholders’ agreement
Who can a pre-incorporation contract be enforced against?
A promoter
Can a company ratify a contract made before its date of incorporation?
No
What is the difference between shareholders voting on a show of hands versus a poll?
Show of hands - 1 vote each
Poll - 1 vote per share
Who can demand a poll vote?
Chairperson
Directors
Two or more people with a right to vote on the resolution
A person / people representing at least 10% of the total voting rights of all the shareholders entitled to vote on the resolution.
What kind of companies can pass shareholder resolutions by written resolution?
Private only
What decisions cannot be passed as written resolutions?
Removal of a director
Removal of an auditor
What notice of a board meeting is necessary?
Reasonable notice - this can mean different things in different companies.
How many directors must be at a BM to be quorate?
2
How much notice is needed for a GM?
14 clear days notice, excluding the day of meeting and the day the notice is given.
How many shareholders for a GM to be quorate?
2
How can the notice period for a GM be shortened?
For a private company; GM can be called on short notice
if
a) a majority **in number ** (e.g. 3 needed out of 4) of shareholders agree and
b) holding shares with 90% of total value.
How is approval for a written resolution procedure
What happens if a company does not receive enough responses for a WR?
MA lapse period if 28 days; motion lapses
What are the three key categories of filings in post meeting matters?
Internal - minutes, updating statutory books
CH filings; special resolutions , amended articles
Record keeping; what needs to be kept at the RO
