4013269
Description
Flashcards by Kristina Torry, updated more than 1 year ago
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Created by Kristina Torry
about 9 years ago
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| Question | Answer |
| The organization process includes preparation of what? (3) | Records Book Resolutions Registers |
| Is the client always the incorporator? | Not always. Sometimes the supervising solicitor is the incorporator because firms keep incorporated companies on the shelf to ease the process. Certain documents are then needed to transfer the company over to the client |
| T/F documents dealing with organization of the company MUST be dated with the incorporation date | FALSE: it is just the general practice |
| What are Resolutions | A formal way of making decisions (or resolving to do something) |
| Resolutions MUST have the following (4) | Company Name Date Signatures wording RESOLVED THAT |
| What are the two types of resolutions? | Directors shareholders (incorporator's if it is the first one) |
| Directors have the authority to (5) | allotting shares issue share certificates appointing a bank setting quorum setting financial year end |
| Shareholders have the authority to (5) | Approve/adopt incorporation documents (agreement and articles) officially appoint directors waiver of auditors electing directors limiting hours of records inspection |
| Incorporation Documents? | Incorporation Application Notice of Articles Incorporation Agreement Articles (usually Table 1) |
| The records book/minute book contains what? | records from incorporation to dissolution (no correspondence) |
| Why is a records book necessary? (3) | Memory of the company unlimited lifespan back for documents at the registry |
| Records can be kept in which forms? (2) | Paper (in a binder) Electronically can be either or both |
| Can current directors inspect all of the records? | Yes |
| Which records can former directors inspect? | those relating to the time they were a director |
| Which records are shareholders not permitted to inspect? | Directors' minutes, resolutions, disclosures, and dissents (basically anything related to director's decisions/actions) |
| How is a records book organized? | by three main tabs that are clearly identified; they can be colour coded but that is not a must |
| T/F: all records must be date/time stamped when recieved | false; that used to be the case. Now S44(3) lists which documents must be |
| where to most firms put the date/time stamp? | bottom right or on the back |
| if an unstamped envelope arrives at your desk what date should you use? | use the date on which you received it |
| Time Limit for Annual Report | within 2 months after the Company's birthday (incorporation date) |
| If a Company does not file an Annual Report for ___ consecutive years, it will be dissolved | 2 |
| What is an AGM? | Annual General Meeting |
| Time limit for 1st AGM? | 18 months after incorporation |
| Time limit for AGM (not first time) | within 15 months of last annual reference date (last AGM or resolutions( |
| Alternative options for a private company | Passing resolutions in lieu of AGM defer AGM to later date waive AGM for that year (must be unanimous vote for the later two |
| What business is transacted at a | approval of financial statements appointment/or waiver of auditors approval of directors' actions election of directors |
| Can appointment of an auditor be waived forever? | No. the resolution must be passed every year |
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