Company Law: Structure, Governance and Meetings
Core concepts
Company Law questions test the architecture of the Companies Act: incorporation and its consequences (separate legal personality, perpetual succession, limited liability), the distinction between a company and a partnership, and the classification of companies by liability, membership, control and access to capital. You must know the roles and disqualifications of promoters, the doctrine of lifting the corporate veil, and the rules on memorandum and articles, including the doctrine of indoor management and constructive notice.
Governance content covers the board, directors' duties (care, skill, diligence, good faith, avoidance of conflict), key managerial personnel, independent directors, board committees, and related-party transactions. Meetings are heavily examined: board meetings (notice, quorum, resolution by circulation), general meetings (AGM timing and extensions, EGM requisition by members, extraordinary general meeting by requisitionists), notice periods, proxies, postal ballot and e-voting, and special versus ordinary resolutions.
Traps
- Confusing the number of days of notice with the number of clear days.
- Mixing up the thresholds for a special resolution (three times the ordinary majority) with simple majority.
- Treating the AGM extension power as unlimited; extensions are limited and require Registrar approval.
- Assuming a private company is exempt from every governance requirement.
- Applying the doctrine of indoor management where the outsider had actual or constructive notice of irregularity.
Worked rule of thumb
A special resolution needs votes cast in favour to be at least three times the votes cast against. If 120 votes are cast in favour and 45 against, the ratio is 2.67, so the resolution fails; 135 in favour against 45 passes exactly at the threshold.
Always anchor an answer in the specific section or schedule concept before applying facts.