There is therefore need to keep the Registrar of Companies informed of

There is therefore need to keep the registrar of

This preview shows page 86 - 88 out of 250 pages.

company to potential or existing creditors, investors, and customers. There is therefore need to keep the Registrar of Companies informed of important changes in companies’ affairs or documents. Accordingly, under the Companies Act a company must file with the registrar of companies, within 15 days, a copy of any special or unanimous resolution of the members, or the unanimous resolution of a class or which binds all the members of a class of shareholders. Any subsequent articles of the company must include the new resolution. 22.6 VOTING AT MEETINGS – S. 284 CA 2006 Decisions of members are reached by the voting. The vote may be by assenting to a written resolution, by show of hands or by poll. a) By assenting to written resolution For a private company using a written resolution, every member has one assent or vote. If the company has a share capital, each member has one vote per share or one vote for every £10 of stock. b) By show of hands – In this case, all members present have one vote each notwithstanding the number of shares they have in the company. Every member is however entitled to demand a vote by poll. c) By Poll This means voting according to the number of shares held by members, who are entitled to one vote per share or in case of stock, to one vote per £10 stock. The articles may however make different provisions on the number of votes a share may have. Voting by poll benefits the larger shareholders and ensures that those with majority shareholding effectively control the company. A company cannot remove the right of a member to demand a vote by poll – s. 321 CA 2006 . However, a member is not entitled to a vote by poll in respect of any shares that have not been paid for. For example, if Y has 1000 shares in a company but has only paid for 500, his right to poll is restricted to 500 hundred votes. If a member has not paid anything on his shares, he will not be entitled to vote at all. Quoted companies must publish on their website the results of any poll taken at a general meeting. The publication must include the text of the resolution, the date of the meeting, the number of votes in favour and the number of votes against – s. 341. They must also provide an independent report on any poll taken or to be taken if this is demanded by members accounting for 5% of the shares or membership or 100 of the members who have paid at least £100 on their shares – s. 342 CA 2006. Download free eBooks at bookboon.com
Image of page 86

Subscribe to view the full document.

BUSINESS ORGANISATIONS AND AGENCY 410 COMPANY MEMBERS 22.6.1 PROXIES – S. 324 CA 2006 A proxy is someone appointed to represent a member at a company general meeting. Proxies are necessary because it is not always possible or convenient for a shareholder to attend a meeting in person. Besides, a member may not feel sufficiently knowledgeable on the matters for decision and may therefore appoint someone with a better knowledge to represent him.
Image of page 87
Image of page 88
  • Fall '19
  • Corporation, Managing Partner

What students are saying

  • Left Quote Icon

    As a current student on this bumpy collegiate pathway, I stumbled upon Course Hero, where I can find study resources for nearly all my courses, get online help from tutors 24/7, and even share my old projects, papers, and lecture notes with other students.

    Student Picture

    Kiran Temple University Fox School of Business ‘17, Course Hero Intern

  • Left Quote Icon

    I cannot even describe how much Course Hero helped me this summer. It’s truly become something I can always rely on and help me. In the end, I was not only able to survive summer classes, but I was able to thrive thanks to Course Hero.

    Student Picture

    Dana University of Pennsylvania ‘17, Course Hero Intern

  • Left Quote Icon

    The ability to access any university’s resources through Course Hero proved invaluable in my case. I was behind on Tulane coursework and actually used UCLA’s materials to help me move forward and get everything together on time.

    Student Picture

    Jill Tulane University ‘16, Course Hero Intern

Ask Expert Tutors You can ask 0 bonus questions You can ask 0 questions (0 expire soon) You can ask 0 questions (will expire )
Answers in as fast as 15 minutes