ACCA F4 - Corp and Business Law (ENG)

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Part F Management, administration and regulation of companies  20: Company meetings and resolutions 315

6.2 Quorum for a class meeting


The standard general meeting rules, on issuing notices and on voting, apply to a class meeting.
However the quorum for a class meeting is fixed at two persons who hold, or represent by proxy, at least
one third in nominal value of the issued shares of the class (unless the class only consists of a single
member).
If no quorum is present, the meeting is adjourned (under the standard adjournment procedure for general
meetings). When the meeting resumes, the quorum is one person (who must still hold at least one third of
the shares).

7 Single member private companies


There are special rules for private companies with only one shareholder.

If the sole member takes any decision that could have been taken in general meeting, that member shall
(unless it is a written resolution) provide the company with a written record of it. This allows the sole
member to conduct members' business informally without notice or minutes.
Filing requirements still apply, for example, in the case of alteration of articles.
Written resolutions cannot be used to remove a director or auditor from office as these resolutions require
special notice.

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