公司法問題 Company Law

2007-07-11 12:56 am
Please give relevant legislation/cases.

A limited company 3 shareholders. A(60%), B(30%), C (10%). A missing, can't be found. B and C wants to make resolution in shareholders meeting.

1. Can they?
2. Can they apply to court for orders to make resolution/liquidation? Any special circumstances needed?
更新1:

1. How many shares are needed to open a meeting legally? Any special procedure? 2. How many shares are needed to make the resolution? 3. disclose: could you explain a bit about variation? 4. 幸運虎: one-time EGM follow which section? Can they pass resolutions other than that you have mentioned?

回答 (1)

2007-07-11 3:01 am
✔ 最佳答案
A meeting can be open.

as you know, more than 10% of the share 就可以Canael Variation under section 64
Where class rights have been varied, shareholders who hold not less than 10 per cent of the issued shares in question may apply to the court to have the variation cancelled. In that case, the variation will bot become effective untill it is confirmed by the court.

the application must be made within 28 days after the variation has been made. If the court is satisfied that the variation would unfaired prejudice the holders of the class in question, it may disallow the variation. Otherwise, it will confirm the varition. the decision of the court on such an application is final. Moreover, a member may petition to court under section 168 A on ground of unfairly prejudicial conduct.


2. Can they apply to court for orders to make resolution/liquidation? Any special circumstances needed?
CAN make resolution
For ordinary resolutions - not less than 14 clear days' notice must be given in case the proposed resolution is ti be considered in an EGM

special resolustions - not less than 21 clear days'

ordinary 要50%投票灌
special 要75%投票權

如果通過咗,15 days of passing of a sepcial resolution, a copy of the resolution must be submitted to the Companies Registry.

一般來說,resolutions係開special

liquidation得,可以睇以下圖片
用section 177 1 (f)
由於太多內容,冇可能打哂


圖片參考:http://x59.xanga.com/019d8306d0632134454044/b98399489.jpg


圖片參考:http://x4a.xanga.com/6bdd640621130134454103/b98399537.jpg


圖片參考:http://x1c.xanga.com/321d830569432134455179/b98400436.jpg


圖片參考:http://xf8.xanga.com/493c110566c35134454978/b98400257.jpg


圖片參考:http://x06.xanga.com/efbc150550335134453497/b98399039.jpg


圖片參考:http://x47.xanga.com/3d9d600ad5c30134453602/b98399123.jpg


圖片參考:http://x79.xanga.com/a9ac020502d34134454189/b98399609.jpg


2007-07-11 10:42:48 補充:
could you explain a bit about variation? to vary class rights, the nature of the rights (not the enjoyment of he right) must be affexted after the variation.

2007-07-11 10:43:01 補充:
For example, by changing the voting rights from one vote per share to one vote per member, or by removing completely the right to dividends and the right to share in the surplus assets on a winding up.Case : house of Fraser plc v ACGE Investments Ltd (1987) AC 387

2007-07-11 10:45:45 補充:
1. How many shares are needed to open a meeting legally? Any special procedure? 會用share 的%,5 %可以開會a written requisition stating the object/ purpose of the proposed meeting must be lodged withe the company's registered office.

2007-07-11 10:47:32 補充:
On receipt of such a requisition , the directors must convenue a general meeting within the subsequent 21 days by giving not more than 28 day's notice.

2007-07-11 10:48:38 補充:
2. How many shares are needed to make the resolution? 要share的10%share的定義,要有投票權(一般係ordinary ),但係優先權都可能有投票權

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