The Compendium

A Comprehensive Companion for All in the Insolvency and Restructuring Profession

a simple majority of more than 50% of the voting shareholders in value to vote in favour of it).

There must be a legally correct ‘quorum’ of shareholders/members attending the meeting for it to be legally formed. A quorum is the minimum number of people attending in order to make the meeting legally valid.

If the quorum is not in attendance any resolutions passed at that meeting will be invalid. The quorum in the Model set of Articles of Association is two. If a company has only one shareholder/member it will need to change its Articles to reduce the quorum from ‘two’ to ‘one’ shareholder in attendance in order for the general meetings to be validly formed.

[See ‘Voluntary Liquidation’, ‘Quorum’, ‘Voluntary Liquidation’, ‘Directors’, ‘Special Resolution’, ‘Ordinary Resolution’, ‘Liquidator’ and ‘General Meeting’.]

Going Concern Basis

A corporate entity prepares financial statements on a going concern basis when, under the going concern assumption, the entity is viewed as continuing in business for the foreseeable future.

The term ‘foreseeable future’ is not formally defined, but it is deemed to be a period of at least 12 months from the end of the reporting period.

The concept of going concern is an underlying assumption in the preparation of financial statements, hence it is assumed that the entity has neither the intention, nor the need, to liquidate or curtail materially the scale of its operations.

If management conclude that the entity has no alternative but to liquidate or curtail materially the scale of its operations, the going concern basis cannot be used and the financial statements must be prepared on a different basis (such as the ‘break-up’ basis).

[See ‘Liquidation’ and ‘Break Up Basis’.]

Government Legal Department

This used to be called the Treasury Solicitor’s Department, which was a nonministerial Government department that provided legal services to the majority