Company Constitutions
- Created by: KG1999!
- Created on: 19-08-23 14:57
View mindmap
- Company Constitutions
- Defined in 17, 29 and 32 of CA 2006 includes: certificate of incorporation, current statement of capital, copies of resolution affecting articles and articles of association
- Articles of Association - Internal rules of how companies should run 18(1). A contract between company and its members 33(1)
- Special Articles
- Sometimes MA do not suit a company so they may be amended
- Director's meetings - might look to make formal i.e. min notice period of notice or limit on decisions by electronic means
- Director's interest in transactions - allowing directors who have interest to participate and vote in BMs
- Numbers of directors - may wish for 2 or more for a private company.
- Absence of directors - formal arrangement to appoint an alternate director is actual is away
- Key differences between new MAs and those that pre date 2006
- Do not require 21 days notice, only 14 (actually 16)
- Refer only to SHs GMs (post 2006 have extraordinary GMs too)
- Do not require an AGM
- Reference limitation of member's liability
- No notice provisions for SHs meetings
- No chairmans vote at SH meetings
- No provisions for alternate directors
- No requirement for directors to retire by rotation
- Directors' decisions are unanimous or majority
- Decisions can be made in any manner
- BMs by any method as long as communicated
- Do not require majority SH approval for short notice to be 95% (only 90%)
Similar Law resources:
Teacher recommended
Comments
No comments have yet been made