Please enable JavaScript.
Coggle requires JavaScript to display documents.
COMPANIES - Coggle Diagram
COMPANIES
-
-
FORMATION OF A COMPANY
-
-
Post-incorporation steps
- Electing chairperson + if they will have vote in even of tied BR
- Accounting reference date > filing AA01 at CH
- Auditor
- Tax registration
- Shareholder agreement
- Contracts with 3P who believe they are entering into a contract with incorporated company = enforceable as personal contracts against the persons acting on the company's behalf
COMPANY DECISION MAKING
Board resolutions
- Passed by directors
- Heard at BM OR writing
- Concern daily decisions
- Passed by: < 50% OR unanimity if agreed / written
- Voting: 1 vote per director
Shareholder resolutions
1. Ordinary Resolutions
- Passed by shareholders
- Heard at GM OR writing
- Concern decisions that CA / Articles state OR is required
- Passed by: < 50%
- Voting: show of hands = 1 vote per shareholder (GM only) OR Poll = 1 vote per share
2. Special Resolution
- Passed by shareholders
- Heard at GM OR writing
- Concern decisions that CA / Articles state SR is required
- Passed by: at least 75%
- Voting: show of hands = 1 vote per shareholder (GM only) OR Poll = 1 vote per share
Poll Voting
- Can be demanded before GM where vote will occur OR
- At GM before OR after show of hands vote result
By: chairperson / directors / 2 or < people having the right to vote on the resolution OR person representing at least 10% of the total voting rights of all the shareholders entitled to vote on the resolution
Written Resolutions
- Only available for private companies
- CANNOT be used for: director removal / auditor