Question Tag: Annual General Meeting

Search 500 + past questions and counting.
Professional Bodies Filter
Program Filters
Subject Filters
More
Tags Filter
More
Check Box – Levels
Series Filter
More
Topics Filter
More
  • 5 Marks

BCL – Apr 2022 – L1 – Q5c – Company meetings and resolutions

Distinguish between Annual General Meeting and Extraordinary General Meeting of a company, detailing requirements and procedures for each.

c) Distinguish between Annual General Meeting and Extraordinary General Meeting of a company.

(5 marks)

Annual General Meeting vs Extraordinary General Meeting

Annual General Meeting A company shall in each year hold an annual general meeting of the company in addition to any other meetings in that year. Annual General Meetings are to be held each year by every company and the meeting is to be held not more than 15 months between the dates of an earlier general meeting. Where a company hold its first annual general meeting within 18 months of its incorporation, it need not hold an Annual General Meeting in the year of its incorporation or in the following year.

Extraordinary General Meeting An extraordinary general meeting of a private company may be requisitioned in accordance with section 299 and an extraordinary general meeting of a public company may be requisitioned in accordance with section 324.

Under section 299, the persons identified to convene an extraordinary general meeting were the directors and where the directors in Ghana are not to form a quorum, a director may convene a meeting. Extraordinary general meetings may be convened by the directors whenever they think fit. The section provides that the directors of a private company, despite a provision in its Constitution, shall duly convene an extraordinary general meeting of the company on the requisition of two or more members of the company or a single member holding not less one- tenth of the shares of the company or in the case of a company limited by guarantee, one-tenth of the total voting rights of the members of the company.

Per section 324 of Act 992, the directors of a public company, despite anything in its constitution, shall, on the requisition of members of the company holding not less one-twentieth of the shares of the company or in the case of a company limited by guarantee, members of the company representing not less than one-twentieth of the total voting rights of all the members of the company, forthwith proceed duly to convene an extraordinary general meeting of the company. (5 marks)

  • 10 Marks

BCL – May 2020 – L2 – Q3a – Company Meetings and Resolutions

Explain what constitutes the ordinary business of an AGM and the procedure for private liquidation.

On 26th February 2018, Gold Link Limited, a public limited liability company trading on the Ghana Stock Exchange sent a notice to its shareholders inviting them to an Annual General Meeting (AGM) on 2nd March 2019. The notice simply states that the ‘purpose is to transact the ordinary business’. Namoale is a shareholder of Gold Link Limited and is very disturbed about the vagueness of the notice. He is also not satisfied with the performance of the company and is seeking to requisition for a special resolution to liquidate the company.

Required:

i) Explain to Namoale, what constitutes ‘the ordinary business of an annual general meeting’ and state TWO (2) other information, Namoale must see in the notice for an AGM.
(5 marks)

ii) Advise Namoale on the procedure for private liquidation.
(5 marks)

i) Ordinary Business of an Annual General Meeting (AGM):

  • According to Section 153 of the Companies Act, 1963 (Act 179), the notice of a general meeting must contain sufficient details to enable persons entitled to attend to decide whether to attend and to prepare their minds on how to vote.
  • The phrase ‘to transact the ordinary business’ of an AGM typically refers to the following items:
    • Declaration of dividends.
    • Election of directors in place of those retiring.
    • Consideration of the accounts and reports of auditors and directors.
    • Fixing the remuneration of auditors.
    • Removal and election of auditors and directors in accordance with sections 135 and 185 respectively.
  • Additional information that must be included in the notice for an AGM:
    • Date, time, and place of the meeting.
    • Statement that a member has the right to appoint a proxy to attend on their behalf.

(5 marks)

ii) Procedure for Private Liquidation:

  • Affidavit of Solvency: Directors must make an affidavit of solvency, confirming that they have thoroughly inquired into the company’s affairs and believe it can pay its debts within 12 months from the start of the liquidation.
  • Resolution for Winding Up: A special resolution must be passed by at least 75% of the company’s shareholders to approve the liquidation. The resolution should also include the appointment of a liquidator.
  • Liquidator’s Consent: The person named as the liquidator must have previously consented in writing to the appointment.
  • Registrar Notification: Within fourteen days of passing the resolution, the company must send a copy of the resolution to the Registrar, who will publish it in the Companies Bulletin.
  • Transfer of Powers: Upon appointment, the powers of the board of directors vest in the liquidator, and the authority of directors ceases except for any necessary actions permitted by the liquidator.

(5 marks)

  • 11 Marks

BCL – Nov 2018 – L1 – Q6b – Company Meetings and Resolutions

Provide clarification on the terms "Annual General Meeting" and "Annual Returns" as used in company meetings.

You have just completed level one of the ICAG Professional Examination and have been engaged by AB Daniels Ltd as an Administrative Assistant. The minutes of the previous meeting, a revised regulation, as well as notice for the next annual general meeting to be held on Tuesday 11th December 2018 had been distributed. A Board Member who recommended your appointment has called you to assist him to clarify certain terms in the meeting documents circulated.

Required:
Write short notes on the following:

i) Annual General Meeting (6 marks)
ii) Annual Returns (5 marks)

i) Annual General Meeting:

  • To be held every year and not longer than within 15 months. There’s special dispensation for the first AGM of a company.
  • Notice of meeting must be sent out at least 21 days before the AGM.
  • Issues ordinarily considered include the Director’s report, Financial Statement, Auditor’s Report, electing Directors to replace those retiring, fixing the remuneration of the auditor, and the appointment and removal of Auditors.
  • The AGM provides shareholders with an opportunity to receive information on the company’s performance and to vote on key issues.
  • It ensures transparency and accountability within the company.
  • The meeting is a requirement under the Companies Act and is crucial for corporate governance. (Any 4 points @ 1.5 marks = 6 marks)

ii) Annual Returns:

  • An annual return is a yearly statement that provides essential information about a firm’s composition, activities, and financial position, which must be filed by every active incorporated or registered firm with an appropriate authority.
  • It is not a financial document but a record of publicly available information about your company that appears on the Companies Register. This includes your address and details of directors and shareholders.
  • Under the provisions of general corporate legislation, it must contain details such as particulars of the stockholders (shareholders), debenture holders, directors, and the firm’s secretary.
  • It should also list charges (judgments and liens) against the firm’s assets, the address of the registered office, and the location of the register of members.
  • A copy of the latest financial statements is typically included. (5 points for 5 marks)

Take control of your business data with insight and in-depth understanding by taking this course. 

Services

Contact Info

  • +233203701923
    +233543919232
  • info@noohrabusiness.com

Get In Touch

Follow us on our social media and get daily updates.

Facebook-f Twitter Linkedin-in Envelope