business law and practice Flashcards
what were the constitutional documents required to incorporate a company under CA 1985? (OLD ACT)
articles of association and the memorandum
what are the constitutional documents required to incorporate a company under CA 2006?
articles of association only
what is an objects clause when creating a company?
a clause which sets out the purpose of the company which is being formed
what is the purpose of the articles of association?
they regulate the relationship between the shareholders, the directors and the company
what is the legality test (incorporating companies)
articles of association must comply with the minimum provisions of the CA 2006
what are the three forms of articles of association?
model articles (MA)
amended MA
tailor-made articles
what are model articles?
default articles which are provided by the CA 2006, there are prescribed MA for different types of companies
what are amended MAs?
company chooses to adopt MA as their articles, but elect to exclude, or modify the effect of, some of its provisions insofar as the CA 2006 allows them to do so.
what are tailor made articles?
where the solicitor of a company drafts articles which are tailor made for the particular company concerned.
what are the legal effects of articles? (who do they contract)
they contract between the company and its members
what is a shareholders agreement?
is a private agreement between the shareholders which is enforceable as a contract between members.
what are the two key ways you can incorporate a company?
incorporating by scratch
a shelf company conversion
what are the 4 things needed to incorporate by scratch? (what documents do you need)
memorandum
articles
fee
form IN01
