Director issues (AGM, numbering less than 7 directors)

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Setanta12

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For a company limited by guarantee, existing for the community - what happens where;

- AGMs haven't been held for at least a year, maybe a few years
- There are no Minutes of previous AGMs
- Number of directors falls below 7 (I read somewhere if insolvent, the directors are liable?)

What should new directors do ? Strangely enough, the accounts are in good-to-excellent shape.
 
Setanta12 said:
For a company limited by guarantee, existing for the community - what happens where;

- AGMs haven't been held for at least a year, maybe a few years
- There are no Minutes of previous AGMs
- Number of directors falls below 7 (I read somewhere if insolvent, the directors are liable?)

What should new directors do ? Strangely enough, the accounts are in good-to-excellent shape.
Click to expand...

their is link to book on corporate enforcement website, you may have seem it already.

the number of director's as far as i know can fall below 7, must have 7 members/subcribers at start
[broken link removed]

what is cro situation like? is it up to date
 
I'm pretty sure CRO is up to date - and see where you're going with this i.e. how can CRO be uptodate if no AGM etc ...

Quick question; we're a company limited by guarantee (managing a community centre) for the benefit of the community, are they our 'shareholders' or do we hold AGMs for just us, the directors ? (That doesn't ring well with me).
 
Setanta12 said:
I'm pretty sure CRO is up to date - and see where you're going with this i.e. how can CRO be uptodate if no AGM etc ...

Quick question; we're a company limited by guarantee (managing a community centre) for the benefit of the community, are they our 'shareholders' or do we hold AGMs for just us, the directors ? (That doesn't ring well with me).
Click to expand...

Not fully up on guarantee company law but:

1. Take a read of memo and articles of the company to see what it saids.
2. The directors can approve the accounts independent of the agm
3. Depending on who uses centre, did the place get grants etc. be seem to have an open agm for community, google it some centres advertise their agm.(maybe they give out copies of accounts at door and agm agenda)

other on board could have a more definite answer
 
Aftere reading around, it would seem that each of the Directors are also 'members' (ie shareholders, if only limited to our e1 contribution).

And that AGMs are therefore for us only.

But will bring it up at the next Board meeting to have an 'open' AGM.

That initial fear of mine, where directors of companies with less than 7 directors, while it may be the case for charities is not relevant for my circumstances anymore so I'll let that question slide ....

Thanks all.
 
Does the company not have an auditor to whom these concerns could be addressed? All guarantee companies must submit audited financial statements.
 
Setanta12 said:
Aftere reading around, it would seem that each of the Directors are also 'members' (ie shareholders, if only limited to our e1 contribution).

And that AGMs are therefore for us only.

But will bring it up at the next Board meeting to have an 'open' AGM.

That initial fear of mine, where directors of companies with less than 7 directors, while it may be the case for charities is not relevant for my circumstances anymore so I'll let that question slide ....

Thanks all.
Click to expand...

company limited by guarantee can have just 2 directors. its 7 members it needs. are you sure its a company limited by guarantee if you have shareholdings.
 
Sorry, instead of 'shareholders', I should have said 'subscribers' - we're limited to our e1 contribution.

Re audited accounts, yes they are/were. But it was an audit more-or-less performed from his own bedroom - a part-time auditor !
 
Setanta12 said:
Re audited accounts, yes they are/were. But it was an audit more-or-less performed from his own bedroom - a part-time auditor !
Click to expand...

Statutory audits are either performed in accordance with Auditing Standards or not. I would hope never to see one done "more or less" Presumably the auditor is listed on the register of auditors at the CRO and has a letter of engagement between him and the company ( as his institute would require ) and has a practising certificate to practice as a Registered Auditor under the Companies Acts 1963-2009. If any of these do not apply then I would have grave concerns.
 
What I meant is that the auditor doesn't have his own office and is a fulltime musician - he is a Chartered accountant/auditor who does audits in his spare time.

We have another firm in doing this year's audit.
 
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