Topic: Company Meetings and Resolutions

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)

  • 4 Marks

BCL – Nov 2020 – L1 – Q3a – Company Meetings and Resolutions

Identify processes required to vary the class rights of shareholders without court sanction.

Identify TWO (2) processes required to vary the class rights of shareholders without the sanction of the Court. (4 marks)

  • By a special resolution to alter the company’s Regulations to insert provisions regarding the variations of the rights of a class or to modify the terms of those provisions.
  • The alteration shall require the prior written consent of the holders of at least three-fourths of the issued shares of each class.
  • The sanction of a special resolution of holders of the shares of each class.

(2 points for 2 marks each)

  • 16 Marks

BCL – May 2020 – L2 – Q5b – Company Meetings and Resolutions

List four transactions for which directors of limited liability companies require ordinary resolution approval.

State FOUR (4) transactions for which Directors of Limited Liability Companies require an Ordinary Resolution approval.
(16 marks)

Directors of Limited Liability Companies require an Ordinary Resolution approval for the following transactions:

  1. Disposal of Substantial Assets:
    • When the company proposes to dispose of the whole or substantial portions of its undertaking or assets.
      (Section 202(1a) of Act 179)
  2. Issuance of New or Unused Shares:
    • When the company proposes to issue new or unused shares (other than treasury shares) in the company.
      (Section 202(1b))
  3. Charitable Contributions:
    • When the company proposes to make voluntary contributions to charitable or other funds in excess of the greater of a prescribed amount or 2% of the income surplus of the preceding financial year.
      (Section 202(1c))
  4. Borrowing or Charging Assets:
    • When the company proposes to exercise its powers to borrow money or charge any of its assets, where the monies to be borrowed or secured will exceed the stated capital for the time being of the company.
      (Section 202(5))

(4 points for 4 marks each = 16 marks)

  • 4 Marks

BCL – May 2020 – L2 – Q5a – Company Meetings and Resolutions

Distinguish between an ordinary resolution and a special resolution.

Distinguish between an Ordinary Resolution and a Special Resolution.
(4 marks)

  1. Ordinary Resolution:
    • An ordinary resolution is one that is passed by a simple majority of votes cast by members entitled to vote, either in person or by proxy, at a general meeting.
    • Typically used for routine decisions such as the appointment of directors, approval of dividends, and other standard business matters.
  2. Special Resolution:
    • A special resolution requires a higher threshold and is passed by not less than three-fourths (3/4) of the votes cast by members entitled to vote, either in person or by proxy, at a general meeting.
    • Special resolutions are used for significant decisions such as amending the company’s constitution, changing the company’s name, or approving a merger or liquidation.

(2 marks each = 4 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)
  • 4 Marks

BCL – May 2018 – L1 – Q7b – Company Meetings and Resolutions

Define a special resolution under the Companies Act.

Define special resolution. (4 marks)

A resolution is a special resolution under section 168 of ACT 179 when it is passed by not less than three-fourths of the votes cast by the members of the company who, being entitled so to do, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given. (4 marks)

  • 5 Marks

BCL – Nov 2023 – L1 – Q3c – Company Meetings and Resolutions

State circumstances under which the appointment of a proxy is terminated.

c) A member of a company entitled to attend and vote at a meeting of a company may appoint another person as a proxy to attend and vote on the member’s behalf, and the proxy shall have the same rights as the member.

Required: State FOUR (4) circumstances under which the appointment of a proxy is terminated. (5 marks)

 

The occurrence of any of the following constitutes a termination of the appointment of a proxy:

  • The death of the appointer.
  • The insanity of the appointer.
  • The revocation of the proxy or the authority under which the proxy is appointed.
  • The subsequent appointment of another proxy in respect of the same general meeting.
  • The personal attendance of the member. (Any 4 points @ 1.25 marks each = 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