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Extra resources for 501 Questions and Answers for Company Secretaries and Company Directors, Second Edition

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I realise that in all probability not many people have read all 501 questions and answers, and that not many will do so for this edition. The book has been written so that you can pick out the questions and answers that particularly interest you. I hope that my choice of questions meets your needs and interests. The main reason for the new edition is, of course, the Companies Act 2006. The Act received Royal Assent on 8th November 2006 and has been implemented in stages on different dates. The final round of implementations was on 1st October 2009 and it has now taken effect in its entirety.

26. What sort of things might be suitable for inclusion in a shareholder agreement? A minority shareholder in a private company can find himself effectively ‘locked-in’. He may disagree with the direction that the company is taking, but the majority decides and he could be perpetually outvoted. It may be difficult or impossible to sell his shares because any buyer would face the same problems. A shareholder agreement might overcome this difficulty by providing a basis for the valuation of the shares, and by providing an opportunity or compulsion for the other shareholders to buy them.

A company can decide not to have a company seal and use a suitable form of words instead. • A company can have a company seal but, on some or all occasions when its use would be required, elect to use a suitable form of words instead. 31. Who may sign when the company seal is used? Signature or signatures must be in accordance with the articles. It should be noted that Table A differs from the model articles that apply from 1st October 2009. 461-501 • 430-460 • 367-429 • 343-366 • 322-342 • 289-321 • 234-288 • 185-233 • 96-184 • 37-95 • 1-36 21 32.

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