ACA Law Chapter Six Companies: Ownership & Management

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How many directors must a company have
Public - Two
Private - One
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What are the types of directors
Director
De facto director
Shadow director
Alternative director
Executive director
Non-executive director
Managing director
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What is a shadow direct
Someone in accordance whose directions or instructions the directors are accustomed to act
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What is a non-executive director
A director who does not have a particular function and generally just attends board meetings
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When must the register be notified of any change in directors
Within 14 days
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In addition to any provisions how may a company remove a director
By passing an ordinary resolution. Special notice (28 days) must be given
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What are the directors general duties
To act within powers
To promote the success of the company
To exercise independent judgement
To exercise reasonable care, skill & diligence
To avoid conflict of interest
Not to accept benefits from third parties
To declare interest in proposed transaction
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How can a director declare an interest in any proposed transactions or arrangements
At a board meeting
By notice in writing
By general notice
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How can a ratification of any directors negligence or other breach of duty be made
By ordinary resolution, disregarding any votes of that director
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What is wrongful trading
If a company goes in insolvency liquidation and at sometime before the director knew or should have known that the company would have to into insolvent liquidation
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What is fraudulent trading
Where any business is carried on with the intent to defraud creditors or any other person
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What is the punishment for the criminal offence of fraudulent trading
A fine and/or up to 10 years imprisonment
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What is the disqualification period for wrongful trading
Up to 15 years may be made
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When must a disqualification order be made for between 2 and 15 years
Someone whose conduct makes them unfit to be concerned in the management of a company
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When does a service contract for a director require members approval
If it is to be guaranteed term of two years or more
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What are the minimums for substantial property transactions
Exceeds 10% of the company's asset value and is over £5000
Exceeds £100,000
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What is the Foss v Harbottle rule
Generally speaking if the minority is unhappy with a decision made by a majority it has no recourse: the company is the proper claimant with the action vested in it
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What actions have failed regarding unfairly prejudicial conduct
Failure by a parent company to pay the debts of a subsidiary
Non-compliance with the stock exchange rules, city code or Cadbury code
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When can an order for liquidation only be made
In the absence of any other remedy
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Who can call a general meeting
The directors
5% of the members
The courts
An auditor giving notice of their resignation
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When must a public company call a general meeting
If the net assets fall or half or less of its called-up share capital
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What is the notice period for a general meeting
14 days unless 90% have agreed to shorter notice
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Does a private company have to hold an AGM
No, unless the articles state otherwise
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When must a public company hold its AGM
Within six months of its year end
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What might a special resolution be required for
Change of name
Alteration of the articles
Reduction of share capital
Winding up of the company
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When must special resolutions be filed with the Register by
Within 15 days
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When can a private company not propose a written resolution
Removal of a director
Removal of an auditor
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What is a quorum
The minimum number of people required to be present at a general meeting
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Other cards in this set

Card 2

Front

What are the types of directors

Back

Director
De facto director
Shadow director
Alternative director
Executive director
Non-executive director
Managing director

Card 3

Front

What is a shadow direct

Back

Preview of the front of card 3

Card 4

Front

What is a non-executive director

Back

Preview of the front of card 4

Card 5

Front

When must the register be notified of any change in directors

Back

Preview of the front of card 5
View more cards

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