Why must a public company apply for a trading certificate under s.761 before it starts trading?
To ensure that the amount paid up on the aggregate nominal value of its share capital is not less than the authorised minimum (25% of its nominal value and 100% of any premium)
Is it sufficient to post documents to Companies House prior to the expiry of the appropriate filing period?
No - the requirement is that they must be received, and be acceptable for filing, prior to the deadline
What is the benefit of acquiring at least 90% acceptances on a takeover?
Permits an acquiring company to compulsorily acquire all remaining shares on the same terms if it wishes - Stan Kroenke at Arsenal :(
The City Code applies to what type of company?
All public companies or companies that have been public in the previous 10 years
How long after ceasing can an application for dissolution be made?
Three months
What can a company not do within the last three months before making an application for dissolution?
- Change its name
- Traded or engaged in any other activity
- Disposed of property or rights for value
What is the difference between a members’ and creditors’ voluntary winding up?
Members = GM - special resolution to wind up the company with directors' declaration of solvency Creditors = Liquidator calls the meeting and informs members that the company is insolvent i.e. where declaration of solvency cannot be made
What transactions are to be disregarded in assessing a dormant status?
- Payment for shares taken by subscribers
- Fees paid to the Registrar
- Civil penalties by the Registrar
Where can statutory records be kept?
- Registered office
- SAIL address
- Central Register (for private companies)
What are the differing minute retention periods for meetings held before or after 1 October 2007?
Permanently and 10 years respectively
What are the three types of PSC?
- Individual
- Relevant Legal Entity
- Other Registrable Person
Name some examples of static data to be included in minutes
- Company name and registered number;
- Place, date and time of the meeting;
- Attendees (including any apologies and any part someone leaves the meeting);
- Identity of the Chair;
- Confirmation that a quorum is present;
- Declaration of any specific potential conflicts of interest; and
- Time meeting closes
Name some examples of variable data to be included in minutes
- Matters brought forward and action points from previous meetings;
- Review and approval for signature of minutes of previous meeting;
- Synopsis of discussions on matters on agenda, action points, decisions made;
- Matters to be carried forward and action points; and
- AOB (not on the agenda)
