Decision Making in Companies

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Questions and Answers

Under which condition can the Duomatic Principle be applied?

  • If all registered members or their representatives agree
  • If all registered members give actual and unmistakable consent (correct)
  • Regardless of the number of votes cast
  • Only if most members agree

What is true about the requirements for members' consent under the Duomatic Principle?

  • Consent must be real, fully formed, and objectively determined (correct)
  • Consent can be inferred from general behavior
  • Consent can include only a majority of registered members
  • Consent must be informal and can be verbal

What are directors responsible for in managing a company's business?

  • Overseeing all meetings and shareholder resolutions
  • Executive decisions free from any member agreement
  • Day-to-day activities subject to limitations in the articles (correct)
  • Only managing financial accounts

Which situation makes the application of the Duomatic Principle invalid?

<p>One member is unable to express his consent due to incapacity (D)</p> Signup and view all the answers

What is the effect of unanimous assent under the Duomatic Principle?

<p>It can replace a formal general meeting or written resolution (C)</p> Signup and view all the answers

In what scenario does the Duomatic Principle become stricter than a written resolution?

<p>When some members do not consent in written form (B)</p> Signup and view all the answers

How does the Duomatic Principle apply if a shareholder has passed away but is still registered?

<p>It invalidates any decisions requiring member agreement (B)</p> Signup and view all the answers

What limitation exists regarding the agreement of shareholders under the Duomatic Principle?

<p>All registered members must fully agree with no dissent (B)</p> Signup and view all the answers

What is a key distinction between the directors' powers according to MA 3 and the special resolutions in MA 4?

<p>Shareholder direction can limit the directors' powers (C)</p> Signup and view all the answers

What is the minimum percentage of shareholders required to pass an ordinary resolution in a company with five shareholders owning 20 shares each?

<p>More than 50% (C)</p> Signup and view all the answers

Which type of resolution requires at least 75% of votes to pass?

<p>Special resolution (D)</p> Signup and view all the answers

What is the required notice period for an annual general meeting as stated in the Companies Act?

<p>21 days (B)</p> Signup and view all the answers

In a company with only two shareholders, how many must agree to pass an ordinary resolution?

<p>Two (D)</p> Signup and view all the answers

If the model articles specify that the quorum for directors' meetings must be at least two, what is the minimum attendance needed?

<p>Two directors (A)</p> Signup and view all the answers

Which of the following statements about the powers of the board of directors is incorrect?

<p>The board can change the model articles unilaterally. (A)</p> Signup and view all the answers

What happens if the articles do not specify a quorum for general meetings?

<p>Two members must be present. (D)</p> Signup and view all the answers

When can shareholders requisition a general meeting?

<p>Only if the board fails to call a meeting. (B)</p> Signup and view all the answers

What is the minimum length of notice required for meetings other than annual general meetings?

<p>14 days (A)</p> Signup and view all the answers

The Duomatic Principle can be applied if one of the registered members does not agree.

<p>False (B)</p> Signup and view all the answers

Unanimous assent under the Duomatic Principle can be given simultaneously or at different times.

<p>True (A)</p> Signup and view all the answers

The consent of members under the Duomatic Principle must be ambiguous and subjective.

<p>False (B)</p> Signup and view all the answers

The Duomatic Principle is more lenient than a written resolution.

<p>False (B)</p> Signup and view all the answers

If a registered shareholder has passed away but remains on the register, they may still count towards the unanimous assent requirement.

<p>False (B)</p> Signup and view all the answers

Directors can make decisions on the day-to-day activities of the company without adhering to any limitations set by the articles.

<p>False (B)</p> Signup and view all the answers

Shareholders may direct directors to take specified actions through a special resolution under MA 4.

<p>True (A)</p> Signup and view all the answers

The Duomatic Principle applies only to shareholders' resolutions and does not concern board resolutions.

<p>False (B)</p> Signup and view all the answers

All members must provide consent that is subjective and based on personal beliefs under the Duomatic Principle.

<p>False (B)</p> Signup and view all the answers

Decisions made at general meetings can be perceived as effective even if formal resolutions have not been registered.

<p>True (A)</p> Signup and view all the answers

A special resolution requires at least 75% of shareholders' votes to pass.

<p>True (A)</p> Signup and view all the answers

A company with two members holding equal shares can pass an ordinary resolution with only one member's agreement.

<p>False (B)</p> Signup and view all the answers

The minimum quorum for a general meeting is always set at three shareholders.

<p>False (B)</p> Signup and view all the answers

Directors can make changes to company model articles without shareholder approval.

<p>False (B)</p> Signup and view all the answers

A company must keep minutes of all proceedings from board meetings.

<p>True (A)</p> Signup and view all the answers

A board meeting can be requisitioned by shareholders holding at least 10% of voting rights.

<p>False (B)</p> Signup and view all the answers

The notice period for an annual general meeting can be less than 21 days if specified in the articles.

<p>False (B)</p> Signup and view all the answers

An ordinary resolution requires an absolute majority of 50% of the votes to pass.

<p>False (B)</p> Signup and view all the answers

The chairperson of a meeting is responsible for deciding points of order.

<p>True (A)</p> Signup and view all the answers

Under company law, a special notice of 28 days is required for removing a director by ordinary resolution.

<p>True (A)</p> Signup and view all the answers

Flashcards

Duomatic Principle

A way for a company to make decisions without formal meetings, if all shareholders agree.

Formal Decision Making

Decisions made through official meetings, like board or shareholder meetings.

Unanimous Assent

All members agree, no formalities required for the decision.

Re Duomatic LTD 1969

Landmark case establishing the Duomatic principle.

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Registered Member

A shareholder whose name appears on the company's register.

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Company Director

Person managing the daily business of a company.

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Shareholder Resolution

Decision made by shareholders.

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Board Resolution

Decision made by the company's board of directors.

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Special Resolution

A resolution requiring a higher majority of shareholders to pass.

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Company Articles of Association

A document that outlines how a company is governed.

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Ordinary Resolution (OR)

A decision made by shareholders requiring more than 50% of votes in favor.

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Special Resolution (SR)

Requires at least 75% of votes for passage.

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Shareholder Quorum

Minimum number of shareholders needed for a valid general meeting.

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Director Quorum

Minimum number of directors needed for a valid board meeting.

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Notice Period (General Meetings)

Time frame for notifying shareholders about a meeting.

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Meeting Chair Duty

Maintain order, control discussion, and declare votes during meetings

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Removal of Directors

Process to remove a director, usually by shareholder vote.

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Changing Company Name

Process to change the official name of a company.

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Minutes of Meetings

Formal record of discussions and decisions taken during meetings.

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Limitations of Duomatic

The Duomatic principle has strict rules: All registered members must agree, their consent must be genuine, and it must be clear they truly agreed.

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Can Duomatic Apply to a Deceased Member?

No, Duomatic requires all living registered members to agree. Even if someone died, their name may still be on the register, so Duomatic doesn't apply.

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Directors' Decision-Making Power

Directors usually make day-to-day decisions for a company, but they must follow limits set by the company's articles and any shareholder directives.

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Company Articles (MA 3)

This part of a company's documents outlines how a company is run, including the directors' responsibilities.

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Shareholder Directives (MA 4)

Shareholders can, by a special vote, tell the directors to do or not do specific things.

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Ordinary Resolution

A company decision requiring a simple majority of shareholders in favor, more than 50% of votes.

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How many shareholders needed for an OR to pass?

You need more than 50% of shareholders to vote in favor of an Ordinary Resolution.

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How many shareholders needed for an SR to pass?

To pass a Special Resolution, you require at least 75% of shareholders to vote in favor. It's a higher threshold than for an Ordinary Resolution.

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Decision-Making Organs

The entities within a company responsible for making decisions - typically the board of directors and the shareholders.

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Meeting Quorum

The minimum number of qualified people needed to be present at a meeting to make valid decisions. Without enough attendees, the meeting can't proceed.

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General Meeting

A gathering of shareholders to discuss and vote on important company matters.

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Special Notice (Removal of Directors)

A 28-day notice period required to remove a director from office. This allows for proper consideration and the chance for the director to defend themselves.

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Study Notes

Decision Making in Companies

  • Formal Decision Making: Involves meetings like board meetings and general shareholder meetings.
  • Informal Decision Making (Duomatic Principle): Unanimous assent of all members entitled to vote is sufficient for a decision. This doesn't require a formal meeting or resolution.
    • Does not need formal resolution if all members assent.
    • Assent can be simultaneous or at different times.
    • Effective for ordinary and special resolutions.
    • Applicable to shareholder and board resolutions.
  • Limitations of the Duomatic Principle: Applicable only if all registered members agree; consent must be real, fully formed, and objectively determinable; if a member holds shares for others, consent applies only to their own shares. More strict than written resolutions.

Transacting Company Business: Meetings and Resolutions

  • Day-to-day company activities: Managed by directors but subject to company articles and shareholder directions.
  • Shareholder Powers (MA 4): Shareholders can direct directors through special resolution, but cannot undo pre-resolution actions.
  • Interaction of Board and Shareholders: General meetings for shareholders and board meetings for directors.
  • Determining Roles: The Companies Act 2006 outlines roles and responsibilities, and articles can alter these positions.

Types of Resolutions

  • Shareholder Resolutions:
    • Ordinary Resolution (OR): Requires more than 50% of shareholders to pass.
    • Special Resolution (SR): Requires at least 75% of shareholders to pass.

Board Resolutions

  • Board's Authority: The company's decisions are usually taken by the board, guided by company law.
  • Majority Decisions (Model Articles): Model articles often allow decisions by simple majority (more than 50%).

Company Articles and Alterations

  • Customizing Model Articles: Companies can customize the Model Articles to better suit their needs through special resolutions, changing provisions like quorum requirements.
    • Example of changes: Quorum for directors meetings, exceptions to director powers.

Removing Directors and Changing Company Names

  • Removing Directors: Can be achieved by ordinary resolution through proper notice.
  • Changing Company Name: Requires special resolution or as outlined in the articles (companies may choose to alter articles).

Running Meetings

  • Calling Meetings: General meetings usually called by the board or a shareholder requisition.
  • Notice Requirements: Articles typically outline the notice time required. Companies Act sets default times but these may be altered by special resolution.
  • Quorum: Minimum number of members present enabling business transaction. Different requirements for various meetings, determined by the articles or Companies Act.
  • Chair Duties: The chair preserves order, calls members, decides on points, and oversees voting.
  • Minutes: Crucial record of meeting proceedings.

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