Topic: Company Meetings and Resolutions

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BCL – Nov 2024 – L1 – Q5a – Annual General Meeting (AGM) Requirements

Legal requirements for holding an AGM and consequences of non-compliance.

Yaw Perbi, the CEO of your company, is preparing for a top management meeting scheduled for 1 December 2023. One of the issues to be discussed is the mode of holding the next shareholders’ meeting. There are views that the Annual General Meeting (AGM) must be in-person so that members can vote on resolutions to be passed. Others believe that the AGM should be virtual or hybrid. Some shareholders believe that the items on the agenda are too many and that they would need two days to have a meaningful discussion. Kwasi Mensa, a shareholder, has decided not to attend the AGM if it is organised virtually.

Required:

a) Explain the following to your boss:

i) The requirement of the Companies Act, 2019 (Act 992) on the interval between which AGMs are to be held.

ii) THREE things that should be covered in the notice for an AGM.

iii) TWO consequences of not holding an AGM in accordance with the Companies Act.

iv) Justify whether or not decisions taken at the AGM will be binding on Kwasi Mensa.

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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)

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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)

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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)

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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)

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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)

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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)

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

Define a special resolution under the Companies Act.

Define special resolution. (4 marks)

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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)

 

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BCL – Nov 2024 – L1 – Q5a – Annual General Meeting (AGM) Requirements

Legal requirements for holding an AGM and consequences of non-compliance.

Yaw Perbi, the CEO of your company, is preparing for a top management meeting scheduled for 1 December 2023. One of the issues to be discussed is the mode of holding the next shareholders’ meeting. There are views that the Annual General Meeting (AGM) must be in-person so that members can vote on resolutions to be passed. Others believe that the AGM should be virtual or hybrid. Some shareholders believe that the items on the agenda are too many and that they would need two days to have a meaningful discussion. Kwasi Mensa, a shareholder, has decided not to attend the AGM if it is organised virtually.

Required:

a) Explain the following to your boss:

i) The requirement of the Companies Act, 2019 (Act 992) on the interval between which AGMs are to be held.

ii) THREE things that should be covered in the notice for an AGM.

iii) TWO consequences of not holding an AGM in accordance with the Companies Act.

iv) Justify whether or not decisions taken at the AGM will be binding on Kwasi Mensa.

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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)

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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)

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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)

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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)

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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)

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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)

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

Define a special resolution under the Companies Act.

Define special resolution. (4 marks)

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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)

 

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