The
approval of balance sheets, electing of directors, choice of
auditors and final dividend declarations must be done by the
shareholders.
A
special resolution of the shareholders is mandatory to make
any substantial changes in the company. Inclusive in this concept
would be mergers, liquidation, changes in the capital of the
company, or any severe changes to the memorandum of articles
of association.
Two
consecutive shareholder meetings are required for any special
resolutions to be passed. A three-quarters vote at the first
meeting is required for any resolution to be passed, and this
must be confirmed at the second meeting by a two-thirds vote.
It should be noted that companies, in their articles of association,
may require a greater majority.
If
there is a refusal by the director to call a shareholder's meeting,
one may be called by the shareholders themselves. This is sometimes
done in cases where shareholders wish to eject a director, or
to bring charges against a director thought to cause damage
to a company.
There
is a corporate income tax rate of 30% for limited companies.
2.
Public Limited Companies
A
public limited company may be converted from a private limited
company, or formed directly. Public limited companies are allowed
to solicit shares or issue debentures to the public. The amount
of capital in respect to the number of shares owned will determine
the shareholders liability. The memorandum of association must
clearly state the liability limit of the shareholders and the
share offering purpose of the public limited company.
