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company officers, officer of the company - Coggle Diagram
company officers
company secretary
when required?
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if company doesnt have sec, act performed by directors or someone who directors auhorise
role is to deal with companys legal admin requirements e.g. writing up minutes of board and general meetings
general detail
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corporate company officer- a corporate entity (rather than an individual) is named as the secretary. In this case, the corporate secretary acts through a designated person within that organization.
have apparent authority to enter into administrative contracts but not trading contracts (borrowing money)
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directors
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a new director may be appointed by shareholders’ ordinary resolution or by board resolution (MA17). There is no need for a special resolution to appoint a new director
a new director may be appointed by shareholders’ ordinary resolution or by board resolution (MA17), but there is no requirement to file a copy of the ordinary resolution if this method is used.
auditor
appointment
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usually same auditor reappointed automatically each year, except where arts. of associate require reappointment every year or first auditor to be appointed
liability
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can be sued by company they audit. 2 criminal offences:
- misleading, false material in their report
- omitting statements from report which required by CA 2006
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