Latest Q and A from ICSA Chartered Secretary Magazine

Q&A

One of our advisors has forwarded a series of pro-forma minutes asking that we arrange for each of the boards of our subsidiary companies to approve these and that the chairman signs the minutes. Is this good practice?

Q&A

Our private limited company recently made a loan to a director. I have now discovered that this loan should have been approved by the shareholders. Can it now be ratified by the shareholders?

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The Articles of Association for one of the private limited companies in our group requires there to be three directors to form a quorum but only two directors have been appointed. Are the actions taken by the two appointed directors valid?

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I have recently been appointed as the company secretary of a group of private companies. I am unsure as to what documents I am able to sign as company secretary. Can you give me some advice?

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Is it possible to re-register a private limited company to a public limited company and then back to a private limited company? Are there any restrictions?

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Our company is domiciled in the British Virgin Islands (BVI) with all its commercial operations in Argentina. All of our directors are British and resident in the UK and all board meetings are held in the UK. Is the company covered by the provisions of the Bribery Act 2010? If so, why?

Q&A

Why would a company issue partly paid shares and how would they collect the unpaid amount?

Q&A

If the consideration on a transfer of shares is more than £1,000 do you pay stamp duty on the total amount or the total amount less £1,000?

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What statutory registers need to be maintained by a private limited company and how should registers be kept, electronically or in paper form?

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One of our directors has fallen out with the other board members and we believe he has moved house without notifying the Company. In these circumstances are we obliged to notify Companies House of the directors new residential address?

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We are the registered office for a large number of client companies and provide single alternative inspection location for others. What are the requirements for the display of company names, and what can we do if our lease does not allow us to display external signs?

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We have issued share warrants to bearer to some of our shareholders being empowered by our articles of association. What entries need to be made in the Register of Members and on the next annual return?

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I have been advised that for a particular transaction a limited partnership should be formed rather than a limited company. How is a limited partnership formed, and are ongoing disclosure requirements similar to a limited company?

Q&A

The directors of our private limited company have declared and paid an interim dividend even though it appears from the available accounts that the company did not have sufficient distributable profits. What are the consequences and what can we do to rectify the position?

Q&A

We are a private limited company which has recently received an offer from another company to acquire our entire issued share capital. One of our minority shareholders cannot be traced. Would this hinder the proposed sale?