Company meetings and resolutions

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  • Created by: Lucy
  • Created on: 19-07-15 08:13
What is the frequency of an Annual General meeting (AGM)
Every calendar year, within 15 months of the last one AND within 6 months of year-end by all public companies.
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Are private companies required to hold AGM
No
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When is the first AGM
within 18 months of incorporation
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How much notice must you give for an AGM
21 days, exclusive of date of serving and date of meeting
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How much notice must you give for other general meetings
14 days
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Who is entitled to receive notice for an AGM and other general meetings
All members with a UK address
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Who calls the meeting for an AGM + Other general meeting
All directors call meeting and set agenda
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What is the content for an AGM
Routine business plus any important matters that have to be put to shareholders vote.
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What is the content for other general meetings
Urgent matters that can't wait for the next AGM
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When is the notice deemed received
48 hours after it was posted, e.g. posted 1st April, deemed received on 3rd, adding 21 clear days gets to 24th, meeting then held on 25th.
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Majority is measured by
reference to those who attend the meeting and vote
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What does the notice of the meeting sent to members contain ?
Date, time and place of meeting, list of routine annual matters to be conducted e.g. re-election of auditors, full verbatim content of any resolutions which are not routine. if full detail isn't given it can be set aside by courts.
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What are the 3 types of resolution
Ordinary, special resolution and written resolution
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What is ordinary Resolution
simple majority 50% + 1 of those who attend the meeting and vote
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What is Special resolution
75% majority of those who attend the meeting and vote.
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What is Written resolution
Private companies aren't required to hold meetings + can make decisions via written resolutions. Removing directors + auditors still require a meeting,
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What is the notice for an ordinary resolution ?
Technically none
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What is the notice for an special resolution
21 days
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what is the notice for a written resolution
N/A
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What is the majority vote to pass an ordinary resolution
>50%
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What is the majority vote to pass a special resolution
75%
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What is the majority vote to pass a written resolution
>50% or 75% depending on the type of business
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What is the purpose of an ordinary resolution
Routine business plus other important matters not requiring a special resolution
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What is the purpose of the special resolution
important matters, e.g. change name
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What is the purpose of written resolution
Anything that could have been done at a meeting, except removing directors or audtiors
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Do ordinary resolutions need to be filed with registrar
not usually
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Do special resolutions need to be filed with registrar
Yes
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do written resolutions need to be filled with registrar
send to auditors before or at same time as sending to members,
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How many members are required
2 or more
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What is the holding vote of share capital that is required ?
5%
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Where must the signed requisition containing resolution be sent to ?
registered office
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Directors must call the meeting within how many days
21 days of receipt of requistion
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What happens if directors fail to call the meeting within 21 days
Members may convene the meeting for a date within 3 months of the deposit of requisition
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For a plc what is the % of vote required
5% of votes, or less if specified by articles
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When does the requisition need to be delivered to registered office ?
at least 6 weeks before AGM
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What does 'Requisitionists can circularise' mean
document is sent to everyone
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What are the voting rights fixed by
articles
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How many votes per share
Generally 1
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Voting is initially done how
by show of hands
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Who may a poll be demanded by
minimum 5 members or members controlling 10% of votes.
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Where must the result of the poll be conducted by plc shown
on company website
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What is a proxy
Person appointed by shareholder to vote on behalf of that shareholder.
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What rights do proxies have
the same as a shareholder (vote, speak, count towards quorum)
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When may class meetings be required
if company has more than one class of share
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What are class meetings used to do?
Consider rights applicable to that class of share or to sub-divide shares of a class into separate class
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Who is required for a class meeting
Quorum 2 people, holding at least 1/3 of shares
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What is the minimum notice for a class meeting ?
14 days
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What is the voting procedure for a class meeting ?
procedure same as other meetings.
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What happens if the net assets of a plc fall to half or less of called up share capital ?
the directors must call general meeting, within 28 days of becoming aware of the problem, to consider what should be done about the sitation
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Other cards in this set

Card 2

Front

No

Back

Are private companies required to hold AGM

Card 3

Front

within 18 months of incorporation

Back

Preview of the back of card 3

Card 4

Front

21 days, exclusive of date of serving and date of meeting

Back

Preview of the back of card 4

Card 5

Front

14 days

Back

Preview of the back of card 5
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