Lecture 11 BFA601 Semester 2 2018.pptx

Companies with share capital cessation occurs shares

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© Companies with share capital, cessation occurs: shares are sold and the transfer is registered the member has to forfeit partly paid shares not paid on a call up of capital the company buys back the member’s shares; the member’s shares are compulsorily acquired by way of a selective reduction of capital; scheme of arrangement; compulsory acquisition; or by a lien provision in the company’s internal rules on partly paid shares the member is declared bankrupt and the shares passes to the trustee in bankruptcy; the member dies and the legal ownership of their shares is transmitted; or the company is deregistered by ASIC. MEMBERSHIP How to end membership (10.33) MEMBERSHIP How to end membership (10.33)
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© A company limited by guarantee, the liability of its members is limited to the amount they have undertaken or ‘guaranteed’ to contribute to the property of the company in the event of it being wound up Charities and not for profit bodies MEMBERSHIP Companies limited by guarantee (10.34) MEMBERSHIP Companies limited by guarantee (10.34)
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© Meetings are an assembly of two or more persons in order to make resolutions Types of meetings: director’s meetings and member’s meetings Each meets for different purposes What are the powers of members to make decisions? What is corporate governance? What is meant by the checks and balances on directors who control a company? If law is not complied with then any resolutions may be invalid MEETINGS What is a meeting? (10.35-38) MEETINGS What is a meeting? (10.35-38)
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© The board: the directors meeting together to determine the business of the company: 10.28 Who may call a director’s meeting? Each director can call a meeting by giving reasonable notice s 248C Notice must be given to each director, who, with approval of other directors can appoint an alternate director) if not available s 201K(1) The board should have regular meetings MEETINGS Board meetings (10.39) MEETINGS Board meetings (10.39)
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© Directors can use technology to hold a meeting Quorum: is the necessary number of persons required to be present in order to hold a valid meeting Under the CA a quorum is 2 directors, unless the company constitution states otherwise s 248F Directors of public companies must not have a material personal interest in matters discussed (or remove themselves) (though a general meeting can be called) A director may be appointed as a result of a casual vacancy, and this can be confirmed by a meeting of the company MEETINGS Holding of board meetings (10.42) MEETINGS Holding of board meetings (10.42)
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© The chair presides over the meeting in order to ensure appropriate procedures are kept and that it complies with law The directors may appoint the chairman, the chair takes control of the meeting, eg ensures agenda heard, hears general business, sets the next meeting Note: the chair should be a non executive director under good corporate governance MEETINGS Chairing director’s meetings (10.45) MEETINGS Chairing director’s meetings (10.45)
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