Get Paid Fintech Case
BUSI 3803 Company Law 2nd Written Assignment
UID:3035232937
Alice and Daniel plan to set up a Fintech company named Get Paid Fintech (“GPF”), which is a private company limited by shares. Along the way of the company’s formation and growth, various problems in registration, raising capital, director appointment, breach of director’s duty and company control successively arose.
In the formation of the company, Alice and Daniel are going to register their new company as a private company limited by shares with the name of Get Paid Fintech (“GPF”). They will be the only two directors and shareholders of the company. First the name of the company, it can be registered as long as it hasn’t been registered by others, no other violation and offense. …show more content…
If she satisfies the minimum qualifications of over 18 years old, no unresolved bankruptcy and no criminal conduct, Oprah can be appointed as a director by members by passing an ordinary resolution or by the board of directors. In GPF’s situation, Alice and Daniel may hold a general meeting and pass the ordinary resolution to appoint Oprah as the new director. The new director can hold office for an unlimited period of time unless specified in the appointment. Or Alice and Daniel can appoint Oprah by holding a board meeting but the new director must retire at the next AGM or if no AGM, within 9 months after the end of the company’s fiscal year. Since GPF is a private company with only two existing members and directors, it better for them to pass the resolution in general meeting to avoid re-election. Alice and Danial should also remember to notify Companies Registry about the new director within 15 days to keep directors’ …show more content…
Oprah didn’t disclose the relationship between she and Ivanka when negotiation. Oprah breaches the fiduciary duty of no conflict between director’s interest and company’s interest. And the director is liable to account for any profit made from the transaction. Oprah needs to disclose the relationship when Ivanka’s company first approached GPF. A disclosure of the conflict of interest and ask for approval in the general meeting are needed to release herself from breaching the fiduciary duty. The ratification needs to be approved by the disinterested members namely Danial and Alice, to avoid conflicts of interest or abuse of power by majority
UID:3035232937
Alice and Daniel plan to set up a Fintech company named Get Paid Fintech (“GPF”), which is a private company limited by shares. Along the way of the company’s formation and growth, various problems in registration, raising capital, director appointment, breach of director’s duty and company control successively arose.
In the formation of the company, Alice and Daniel are going to register their new company as a private company limited by shares with the name of Get Paid Fintech (“GPF”). They will be the only two directors and shareholders of the company. First the name of the company, it can be registered as long as it hasn’t been registered by others, no other violation and offense. …show more content…
If she satisfies the minimum qualifications of over 18 years old, no unresolved bankruptcy and no criminal conduct, Oprah can be appointed as a director by members by passing an ordinary resolution or by the board of directors. In GPF’s situation, Alice and Daniel may hold a general meeting and pass the ordinary resolution to appoint Oprah as the new director. The new director can hold office for an unlimited period of time unless specified in the appointment. Or Alice and Daniel can appoint Oprah by holding a board meeting but the new director must retire at the next AGM or if no AGM, within 9 months after the end of the company’s fiscal year. Since GPF is a private company with only two existing members and directors, it better for them to pass the resolution in general meeting to avoid re-election. Alice and Danial should also remember to notify Companies Registry about the new director within 15 days to keep directors’ …show more content…
Oprah didn’t disclose the relationship between she and Ivanka when negotiation. Oprah breaches the fiduciary duty of no conflict between director’s interest and company’s interest. And the director is liable to account for any profit made from the transaction. Oprah needs to disclose the relationship when Ivanka’s company first approached GPF. A disclosure of the conflict of interest and ask for approval in the general meeting are needed to release herself from breaching the fiduciary duty. The ratification needs to be approved by the disinterested members namely Danial and Alice, to avoid conflicts of interest or abuse of power by majority