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A short course of lectures
«501 questions and answers for company directors and company secretaries»

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