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You have been approached by a client, Mr Edward Teach, who wishes to open a business with his acquaintance, Mr Henry Morgan, in your country. The business will import precious metals (gold, platinum, etc.) for sale to manufacturers and jewelers. He plans to have one office and employ around 10 staff.

Write a letter to Mr Teach advising him of the different business structures that exist in your country. Which would you advise for his purposes?

Read the model articles of association you have been sent/given. Answer the following questions:

  1. Who can call a director’s meeting?
  2. Does a notice to call a director’s meeting have to be in writing?
  3. What is the required quorum for a directors’ meeting?
  4. Can a director vote on a transaction which concerns his/her own property?
  5. How long should a record of directors’ decisions be kept?
  6. How are directors appointed?
  7. How can a director’s appointment be terminated?
  8. Who sets how much directors get paid?
  9. If shares are passed to a beneficiary under a will, can the beneficiary attend or vote at general meetings?
  10. What type of resolution is required to declare dividends?
  11. Can directors attend general meetings?
  12. Can a shareholder send someone else to a general meeting?
  13. Can a special resolution be amended by an ordinary resolution?
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