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«501 questions and answers for company directors and company secretaries»





What should I know about joint names appearing in the register of members and what about nominee names?Alternate directorsPlace of registration and the registered officeHow did directors' general duties develop?What information must be recorded in the register of secretaries if the secretary is an individual?Must the statutory information be given when the relevant information is communicated electronically?Access to informationWhat do the new model articles say about events which lead to loss of office by a director?Is it possible for the time limits to be extended?My company faces financial difficulties. How much should this be a factor in setting directors' pay?Good board meetingsImportant note concerning termsCan I apply to have a registered company ordered to change its name?What are the chairman's powers to adjourn the meeting?Company registrationI am a director of a company that is going to go into administration. What will my powers be?What are the possible pitfalls of a voluntary striking-off?How can I use Companies House to obtain information?What are the requirements that the company name should correctly designate the type of company?Who is an officer of the company?I am a non-executive director and I do not have a service contract. Should I have one?Who can apply to have a company put into administration?Can the directors appoint a director?What resolutions must be registered with the Registrar of Companies?What is included in the Proposed officers Part of the form 'Application to register a company'?What things should be covered by a director's service contract?Companies limited by sharesAccountsWhat are the different types of company?What are the benefits of being a small or medium-sized company?Who is the chairman of the board of directors?What are the stages in a winding-up?Can directors delegate some or all of their duties?AuditWhat is a nominee director?I am (or was) a director of a company that was struck-off even though it is still trading. What should I do?Is it possible to amend special resolutions or ordinary resolutions requiring special notice?Does a managing director have any extra powers recognized by law?Minutes. GeneralWhat stops a company having a name that is the same as, or similar to, the name of another company?I have looked at the Combined Code and some of its provisions seem bland and obvious. Do others think this?Can a valid board meeting be held without all the directors being in the same place?I have heard that the Act restricts substantial property transactions with directors. What does this mean?What is the position if there is an accidental failure in giving notice of a resolution or a meeting?What is included in the Company details Part of the form 'Application to register a company'?Are there any exceptions to the requirement for a private company to include 'Limited' or 'Ltd' in its name?What is the duty to avoid conflicts of interest?What should the company secretary be paid?I am an unpaid non-executive director so presumably all this nonsense about the duty of care does not apply to me. I am right aren't I?Disclosure of statutory informationHow can I get hold of blank Companies House forms?How is consent to act evidenced when a document is filed electronically?Accounts and auditCan the members require that a resolution be circulated in connection with a forthcoming annual general meeting?Are there any more consequences of the location of the registered office?Restrictions on who can be a directorThe number of directors has dropped below the number needed for a quorum. What can be done?Is it compulsory for every company to have a company secretary?Is on-line access expensive?How much freedom do I have in nominating my service address?Today is 7th September. I resigned as a director on 30th June with effect from 31st December. What are my rights and responsibilities until 31st December?Must the existence of a shadow director be reported to Companies House?From what does the chairman derive his powers?Who can be the secretary of a private company?Can a minor own shares in his own name?What exactly is meant by comply or explain?My private company no longer holds annual general meetings. How can dividends be paid?I do not want to disclose my date of birth. Must I really do so?How can I be certain that Companies House has received something that I have sent to it by post?To what extent does Companies House verify information supplied to it?How are the chairman and managing director chosen and does a company have to have them?What happens when the number of directors falls below the number needed for a quorum?How is voting on a show of hands conducted?Have you any other suggestions that may help facilitate good board meetings?Can I buy shares using a nominee name?I am a director of a company in administration. Can I be dismissed by the administrator?Who can inspect directors' service contracts?What do the model articles say about the appointment of directors by the members?Who and what can audit companies?RightsAre all directors officers of the company?For how long must minutes be kept?Nominee directorsAs a director am I entitled to access to all the company's statutory records, minute books and accounting records?Approval and afterwardsWe want to end the registration of a dormant company. Is there an alternative to a members' voluntary winding-up?What are the rules about a director's resignation?What is meant by the term 'unified board' and do we have them in Britain?What are the three ways in which a company may be wound up?The shareholders want bigger dividends than the directors are willing to recommend. What happens?How can that possibly be enforced?What does Table A say about minutes?Is it true that a company can only go into administration if it is unable to pay its debts?Would you please explain what is meant by "entrenchment" as mentioned in the answer to the last question.Who can be the secretary of a public company?What does Table A say about notice to the members of a resolution to propose a director?Is it necessary to give notice of an adjourned meeting?Can the members insist on having an audit?Can the members be prevented from removing a director?What is the SETS system of trading?How can I find out if a particular person is banned from being a company director?Is there a quick, cheap and easy way of getting my own company?What information about the right to appoint a proxy (or proxies) must be included in the notice?What is a company?Notice GeneralCompany registration and company constitutionCan a resolution of the members be passed as a written resolution?What is the status of AIM?Please give me examples of resolutions for the declaration of an interim dividend and a final dividend.Exactly how are resolutions registered at Companies House?What part do the articles play in the appointment of directors?What are acceptable reasons for a members' voluntary winding-up?Why is it necessary to disclose certain statutory information?What steps does the Registrar take before deciding to strike-off a company?What sort of companies might be community interest companies?Are there any requirements concerning format and presentation?Can the directors remove an auditor?For how long must accounting records be kept?De facto and shadow directorsWhat are the consequences of the location of the registered office?What are the consequences of being an officer of the company?As well as being a director I own all the shares. I want to pay out all the profits to myself as a salary or bonus. Will there be any problems if I do this rather than pay a dividend?How are the auditors of private companies appointed and how is their remuneration fixed?Are there some circumstances in which pre-emption rights do not apply?How can a company change its name?AppointmentI am a director and the sole shareholder. Can I take as much money out of the company as I like?My company has been the subject of a voluntary striking-off. Could it be restored to the register?Must the company be supplied with information for the registers or is there an obligation to seek it out?What are the essential features of an unlimited company?Is there a prescribed minimum number of directors and is a sole director permitted?May the company secretary vote at a board meeting?What are the main duties of an auditor?How is a special resolution passed?What are the legal requirements when there is a sole director or sole member?How is a company registered?Must the chairman allow everyone to speak, to say exactly what they want and to take as long as they wish?Some key points from the model articlesWhen is special notice of an ordinary resolution required and what are the procedures?How can I contact Companies House?To whom are the directors' general duties owed?What types of business must be the subject of special resolutions?Register of directorsWhat sort of organisation might suit being a company limited by guarantee?Does the auditor have any other duties?Yes - but just what is administration?What are the consequences of a company going into administration?How much freedom do the members have concerning the articles?What are the essential features of a company limited by shares?What disclosure must a company make of loans to directors and connected persons?What is the main thrust of the duty to promote the success of the company?Objects clause and authorised share capitalMust a director be paid?Can I get a copy of a director's service contract?Memorandum of associationWhat exactly is meant by the requirement that a notice should give a general description of the business to be transacted?I am not too worried about filing late at Companies House. Should I be?What are the time limits for filing at Companies House?Do the model articles allow for partly paid shares?How many quoted companies are there?What is receivership?Is it always one share one vote on an ordinary resolution of the members to remove a director?Board meetings GeneralAre machine-generated or facsimile signatures on documents accepted by Companies House?What has happened to the memorandum of a company registered before 1st October 2009?What was in the memorandum of a company limited by guarantee registered before 1st October 2009?Is there a way round the restrictions on changing the accounting reference date?What must be included in a notice convening a meeting?How is the address of the registered office changed?Can all officers commit all the offences?Are there ways round the restrictions on a company making a loan to a director?What are the alternatives to a company?My company has 100 shares registered in joint names and the joint shareholders disagree about how the votes should be cast. Does each shareholder cast 50 votes as they wish?In what circumstances might the court decide that it is just and equitable for a company to be wound up?What is an alternate director and what are his powers and responsibilities?One of our customers is in administration. What powers do we have?Winding-up. GeneralDo we still have extraordinary resolutions?What is the difference between a members' voluntary winding-up and a creditors' voluntary winding-up?What is the essential difference between shares and debentures?Must a director have a service contract?What is the accounting reference date and what is its significance?What are the rules for a written resolution of the members in a private company?What is the difference between cumulative preference shares and non-cumulative preference shares?How can a mistake in the minutes be corrected after they have been signed?Who or what determines the rules for the conduct of board meetings?What is in the memorandum of a company incorporated on or after 1st October 2009?What is (or was) authorised share capital?How long is allowed before a poll is taken?Are there any special dangers for nominee directors?What is (or was) the objects clause of a company registered before 1st October 2009?Shareholder A sold shares to Shareholder B at about the time that the dividend was declared. Which one gets the dividend?What are the basic choices concerning articles?Can a company loan money to a director?Listed companiesCan a formal board meeting ratify the business done at an informal meeting?I control 51 per cent of the votes at a general meeting of the company. I think that people who ride motorcycles should not be company directors and a director will not heed my request to stop riding motorcycles. Can I requisition an extraordinary meeting and vote him off the board?What are the subject areas covered by the Combined Code?What information must be given on company business letters and order forms?Are there any restrictions on a director lending money to his company?What are the consequences of a company having a shadow director?How many statutory registers are there and what are they called?What are the compliance rates for filing on time at Companies House?Can the members insist that a general meeting be held?Can stock be converted into shares?In practice how does a company operate as a director of another company?How are documents executed?How is a company registered?Corporate governanceIs it a requirement that minutes be kept in a bound book?Our accountant looks after most things. Is it his responsibility to get everything necessary to Companies House?Resignation, retirement and removalHow may an auditor be removed before the expiry of his term of office?Can a company registered in England and Wales change its place of registration to Scotland?Basic questions about articlesThe guidance in the Combined Code seems sensible but somehow directors' remuneration in listed companies goes up year after year. Why is this and is it "fat cattery"?Can the directors authorise a director to accept a benefit from a third party?What is meant by the terms executive director and non-executive director, and what are the differences?What are the differences between public companies and private companies limited by shares?The Dorchester Finance Case is often quoted in connection with the duty of care. What happened?Listed companies and corporate governanceWhat are the rules about the quality of paper documents to be registered at Companies House?That's all very well but can you please give more details about the role of non-executive directors?I use the word 'director' as a courtesy title. What are the possible consequences?What matters can a board delegate to a committee?Can you suggest a good system for the scheduling of a board meeting and preparation for it?Will electronic filing become compulsory?Members' meetings GeneralWhat is the correct system for approving the minutes?How are auditors of public companies appointed and how is their remuneration fixed?Execution of documents and the company sealUnlimited companiesWho and what are 'connected persons' in connection with substantial property transactions?Must a company hold annual general meetings and, if so, what are the laws concerning timing?Do the model articles allow a company to have a sole director?What information must be recorded in the register of directors if the director is a corporate director or a firm?Is the requirement different for companies that are charitable companies?Can you give a practical example of how a nominee director might get it wrong?What types of organisation must register information at Companies House?In what circumstances is voting conducted by a show of hands?Is there a maximum number of directors permitted?What is the position concerning an objects clause for a company registered on or after 1st October 2009?Are directors (other than in a charitable company) totally free to pursue any object that they wish?What are the permitted purposes of administration?What is a de facto director?Can the company secretary insist on attending a board meeting?May company articles make other provisions for the removal of directors?What is meant by the term 'pre-emption rights'?Are there any other limitations on the choice of name?Are smaller listed companies exempted from some of the requirements of the Combined Code?My company was registered before 1st July 1985. What difference does it make and does it matter?What are the rules about retirement by rotation?Derivative claims sound like a license for anarchy. Am I right?What does the Combined Code say about directors' remuneration?What are the advantages of the monitor service?Who is required to co-operate with an auditor?With reference to the last question - what exactly is meant by 'order form'?What are the penalties for late delivery of the accounts to Companies House?ReceivershipWhat are the definitions of small and medium-sized companies?Please give details of how electronic filing works.How should we respond to a request to issue a duplicate dividend warrant?Which debts rank as preferential?Are joint secretaries permitted?Is it lawful to hold an annual general meeting at which no business is transacted?What is the quorum for a members' meeting?Is it compulsory for a company to have a company seal?What is meant by the duty to exercise independent judgment?What are the essential features of a company limited by guarantee?Is it essential that proxy forms accompany notices?I invest in a company that does not comply with all the detailed provisions of the Combined Code. Am I right to be desperately worried?We hardly ever have a formal vote at our board meetings. Have we got it wrong?What are the time limits for laying and delivering the accounts?Do the same restrictions apply to the payment of interest on loan stock and debentures?What is the procedure for the removal of a director by the members at a general meeting?My company has breached the rules concerning substantial property transactions. What are the possible consequences and remedies?Out of what funds may dividends be paid?Register of membersCompany nameI have heard that a decision may be taken as an informal corporate act rather than by passing a resolution. How does this happen?In what circumstances is short notice possible?What period of notice is required for a board meeting and in what form must the notice be given?Do the model articles allow for alternate directors?Is the notice that convenes a meeting relevant to establishing whether or not it is an annual general meeting?Is interest payable if calls are paid late?Community interest companiesWhat groups of people are prevented by law from being a director?What do the new model articles say about how directors are appointed?I am a director. What are my rights concerning the reimbursement of expenses that I have incurred?There is more to it than that isn't there?What are the options for the place of registration?Order of priority in the distribution of fundsAs a director I want to take independent advice on my responsibilities. Can I insist that it be paid for by the company?What is meant by the duty to exercise reasonable care, skill and diligence?ResolutionsSharesWe forgot to notify Companies House of my appointment as company secretary. What should we do and am I the company secretary?Is it necessary to enter written resolutions of the members or directors in the minute book? And is it necessary to record informal corporate acts by the members in the minute book.The answer to the last question seems bizarre. Are you serious?Is it allowed for directors to borrow company assets?What is an ordinary resolution and when is one needed?What is the consequence if a notice is not sent to someone entitled to receive a notice?What are the requirements for a dormant company?What is the requirement to have accounts audited?Do nearly all companies strictly follow the rules about the location of the statutory registers?Financial difficulties, winding-up and striking-offTo whom should notices be sent?Companies House GeneralResolutions and noticeMy company is insolvent and is being wound up. Who will get what money there is?At the instigation of the registrarCan a director be exempted from the consequences of a claim for breach of duty?What part of a director's fee is payable to a director who resigns part-way through a year?How do preference shares differ from ordinary shares?Can the directors appoint a deputy or assistant secretary?I am an officer of the company and it all sounds rather worrying. How worried should I be?Who can be an alternate director and what are the formalities of appointment and removal?In what circumstances may shares be forfeited or surrendered?What are the articles of association?What is a Licensed Insolvency Practitioner?Companies limited by guaranteeIs it compulsory to provide a tax voucher?What records should be kept of the use of the company seal?How frequently should the board meet?I am interested in a company registered in the Channel Islands. Can I get a copy of its accounts from Companies House?In what circumstances can a company be wound up by the court?Would you please explain what is meant by 'clear days'?Are there any requirements concerning where the statutory registers must be kept?What number is a quorum for a board meeting?What happens if a quorum is not present or if a quorum ceases to be present?Do the model articles allow the directors as a whole to terminate the appointment of a director?What are the steps leading to the voluntary striking-off of a company?Must the registered office always be in the territory of incorporation?What are the rules about inspection of the registers?What does the Combined Code say about combining the role of chairman and chief executive?What are the different ways of filing at Companies House?Will you give an example of an old case concerning a director's duty of care?What exemptions are available for abbreviated accounts?Is it compulsory that accounts comply with accounting standards?What are the duties of the chairman?Do the owners of partly paid shares rank for the payment of a full dividend?Shares, debentures and dividendsWhat is a scrip dividend?How are the first directors appointed?Are there any other requirements concerning the content of the register of members?Registration of companiesWhat does Companies House say that it does?Who decides whether or not there will be a company secretary of a private company?What is the procedure for declaring and paying an interim dividend?What is the precise meaning of 'deliver to Companies House'?Can articles require that all resolutions proceed directly to a poll without a show of hands first?What is included in the Statement of guarantee Part of the form 'Application to register a company'?Is it necessary to pass a resolution to pay a dividend on preference shares?Directors Basic questionsMust certain business be conducted at an AGM and is there some business that cannot be conducted at an AGM?Can the articles override the provisions of the Companies Act or other Acts?I have resigned as a director but the other directors refuse to accept my resignation and they have just included me as a director on the annual return. Am I a director?What determines what type of resolution is required for a vote by the members?Is there a maximum period for which a director's service contract can run?Do the general duties apply to shadow directors?What is meant by the term 'partly paid shares'?Can a director be removed from office by a vote of the directors?Would you please define an administrative receiver?Do the model articles give directors discretion to make further rules?Would you please summarise the required notice periods for the different resolutions and also the majority of votes cast in each?Are there any age restrictions?Financial difficulties The position of the directorsWhat should be recorded in the minutes?What groups of people may be prevented by the articles from being a director?In what form may the statutory registers be kept and, in particular, may they be computerised?Company constitutionWhat is the position if a charge is not registered?What was in the memorandum of a company with a share capital registered before 1st October 2009?Why would anyone in their right mind agree to be a member of an unlimited company?QuorumI have heard of model articles. What does this mean?Does HMRC treat the remuneration of executive directors and non-executive directors in the same way?Company fundamentalsWhat is the logic of the numbering system of the Companies House forms?What part does the law play in the appointment of directors?I am a director of an active company that has just been struck-off by the Registrar. Am I right to be angry?What steps should be taken on the appointment of a new director?What is the purpose of Companies House?Whose responsibility is it to prepare, lay (if required) and deliver the accounts?How is voting on a poll conducted?Who has the right to attend a members' meeting?What business can be conducted at an adjourned meeting?What is the relationship between the Registrar of Companies and Companies House?Does Table A specify events which lead to loss of office by a director?Are there minimum or maximum amounts for the guarantees in a company limited by guarantee?What is a suitable form of words when a company seal is not used?What should directors not do when they believe that their company may have financial difficulties?How are directors appointed?Can a PO Box Number be used as the registered office?What is a community interest company?What are the general duties?Basic questionsI am an executive director and I do not have a service contract. Should I have one?Can a bankrupt be a company director?I have heard that a director must step down on reaching the age of 70. Is this correct?How are the duties enforced?I have read the questions and answers in this section about board meetings and in many respects my board does not operate in the required way. Does it matter?How are directors appointed if the company has no living members or directors?A dividend warrant has not been presented for payment. What should we do?Are there criminal sanctions for breach of the general duties?Can members ratify a breach of duty?Does the answer to the last question mean that some people convicted of very serious crimes cannot be banned from being a director?Can a company be struck-off without the knowledge of the members or directors?Payment, expenses and service contractDoes that mean that in most private companies directors do not retire?MeetingsWhat is a pre-pack administration?What rights does a proxy have at a members' meeting?Content of noticesVotingWhat sort of things might be suitable for inclusion in a shareholder agreement?What are the remedies if an action is successful?What details must be kept in the register of members?What information must be recorded in the register of secretaries if the secretary is a corporate director or firm?What is the requirement to give details of members with the annual return?I am sure that there have been many interesting cases about board meetings. Would you tell me about one of them?How have corporate governance codes developed since 1992?With reference to the last answer, is the same standard required of all directors in all companies?What is the Companies House Anti-Hijacking Service (PROOF)?What are the consequences if the company is registered in Wales?What is the duty not to accept benefits from third parties?Are there other requirements concerning the disclosure of information on business letters?Does it make a difference if the benefit is trivial?How is the Combined Code laid out?What is the essential difference between administration and receivership?Would you please give me some figures to show the expansion in the number of registered companies?Why was the concept of administration introduced in 1986?What right does a director have to call a meeting of the members?Does the chairman have a casting vote?What steps should be taken on the appointment of a new company secretary?Rights and duties of directorsWhat is the Statement of compliance in the form 'Application to register a company'?How is a poll demanded?Can a board meeting be held without all the directors being informed?How does the Combined Code define an independent nonexecutive director?Does the Combined Code have the force of law behind it?Can a shareholder waive a dividend?Directors and company secretaryIs the last answer really true in all private companies?Is the answer to the last question true for a company limited by guarantee?Statutory registers. General (including location and inspection)What are the powers of the courts to ban a person from being a director?DividendsWhat is the normal business of an annual general meeting?What is the procedure for declaring and paying a final dividend?Must companies that are registered charities have an objects clause in their constitution?Who has the authority to issue a notice convening a meeting of members?Does the chairman have a casting vote at a board meeting?Must the chairman's casting vote be exercised in a particular way?Would you please explain what is meant by a derivative claimStatutory registers and Companies HouseI hate filling in forms so I plan to send all notifications to Companies House by letter. Is this acceptable?What exactly is meant when it is said that a company has a separate legal personality?Substantial property transactions sound rather complicated. Can you give some practical examples?Is it possible to entrench the articles?What action might directors take after receiving suitable professional advice?What is the composition of a set of accounts?Must the registered office be an actual office of the company?Are there any more differences between public companies and private companies limited by shares?Companies House forms include a box for contact details. Is it essential that this information be given?Are there any limits to the number of directorships that I can hold?What are the special rules for the period of a company's first accounts?What is the requirement to display the company name outside its business premises?How can I easily check all the requirements concerning company names?Register of interests disclosedWhat should I know about the register of charges?What should the directors do when they believe that their company may have financial difficulties?What information must be recorded in the register of directors' residential addresses?What rights do auditors have to see documents and have their questions answered?Is it possible to have a shareholder agreement separate from the articles?What are the obligations of a resigning auditor?What should I know about the register of interests disclosed?I think that the rules about access to the registers and provision of copies and extracts amount to a charter for nosey-parkers. Why cannot people get the information from Companies House?Register of directors' residential addressesWhat documents must be executed?Officers of the companyWhat does the term 'default provision' mean in relation to articles?I have heard that long periods of notice are frowned upon. Is this correct?Striking-off. Following application by the directorsWhat is a shadow director?What are the powers that directors must act within?Exactly what does limited liability mean?Have directors' general duties now been codified?Can you give me some examples of when a person is or is not a shadow director?Who determines the directors' fees (if any) and terms of their contracts (if any)?Shareholder agreementsWhat charges must be registered?Does it make a difference if the conflict of interest is trivial?Can the accounting reference date be changed?Must minutes of meetings be taken?Directors' general dutiesWe forgot to notify Companies House of my appointment as director. What should we do and am I a director?Who chooses the company secretary?I am a director who failed to file on time at Companies House. Will I be prosecuted?Is the issue of a duplicate tax voucher permitted?Can a company start trading (or operating) as soon as it has been registered?Who has responsibility for the minutes?Can a director be removed by means of a written resolution of the members?I notice that Table C is much shorter than Table A. Does this mean that it is easier to use and that there are fewer regulations governing a company limited by guarantee?Is it possible to change a company's form of registration?What does 'unable to pay its debts' mean?Notice periodsAre there measures in place to prevent improper use of the register of members?Can a director's conflict of interest be authorised by the directors?What is the relationship between the company secretary and the directors?May shares be issued at a premium and may they be issued at a discount?Are duly signed minutes conclusive evidence of what happened at a meeting?AdministrationWhat are the chairman's powers and duties at a board meeting?What are the contents of Form IN01 to register a company?Are there any particular requirements concerning the date, place and time of a meeting?Can the articles be changed and if so how is it done?My company is limited by guarantee. Can I safely ignore the questions about share capital and dividends?Does a company secretary who is also a director have an enhanced role?Register of chargesChairman and conduct of meetingsAre there any limits on the directors' powers to agree the terms of directors' service contracts?How must a listed company disclose how it has complied with the Combined Code?My company has been struck-off. Are officers of the company released from their liabilities?Company secretary. The position and the roleIs Companies House efficient and does it give value for money?Who will be the chairman of a members' meeting?Which are the most commonly used forms?How has the office of company secretary developed over the years?What is the significance of different classes of share?Are there any exceptions to the requirement for the secretary of a public company to be a member of one of the bodies specified in the answer to the last question?Is an administrator personally liable for contracts that he makes on behalf of the company?What are the procedures for approving, signing, laying and delivering the accounts?Are matters at a board meeting settled by a majority vote?Where must a director's service contract be kept?Is an action for 'Unfair Prejudice' connected with directors' general duties?What are the obligations of the directors to draw relevant matters to the attention of auditors?Do directors have the right to be indemnified out of company assets?Can a board operate entirely by means of written resolutions?What information must be recorded in the register of directors if the director is an individual?LoansWhat are the required periods of notice for the different types of meeting?May a person who is not a director be allowed to attend a board meeting?What is included in the Statement of capital Part of the form 'Application to register a company'?Does the Combined Code apply to all companies?And how does Section 172 affect the directors of a company that is experiencing financial difficulties?May directors have the benefit of directors' liability insurance?DebenturesWhat happens if it is not possible to obtain a quorum?What sort of organisation might suit being an unlimited company?Who can vote on a show of hands?We are getting close to the last permitted date for the annual general meeting and the accounts are not ready. What can we do?What powers does an administrator have?Are the articles of association important? Why are there not more questions about them in this section of the book?I have heard that there are more administrations and less receiverships. Why is this?Annual general meetingChanges to the articlesI have noticed that quite a few companies seem to not fully comply. Am I right and does it matter?Must the company's registered name be given in other documents?FilingWhat does the Combined Code say about the balance on the board between executive and non-executive directors?Register of secretariesIf a company is insolvent, what part of its money is ring-fenced for ordinary creditors?What is the duty to declare interest in proposed transaction or arrangement?Is it necessary to keep the minutes of directors' meetings separate from the minutes of members' meetings?What personal risks might directors run when a company faces financial difficulties?What must happen in the event of a serious loss of capital by a public company?Substantial property transactionsWhat rights does an auditor have in connection with members' meetings?What is the definition of a company's constitution?What is UKLA and who is responsible for it?What does the Act say on the subject of indemnification?Who may sign when the company seal is used?How does Section 172 affect the directors of a company that is a charity?Does the Combined Code allow directors to have lengthy periods of notice?What is the point of shareholder agreements?Can UKLA impose financial penalties?I have just taken over as company secretary and things were not in good order. What can I do to put things right?Can any director call a board meeting?During what period may an application be made to have a company restored to the register that was struck-off at the instigation of the Registrar?Please tell me more about community interest companies?
 
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