C14 - Introduction To Companies Flashcards
Features of a company
Incorporated by law
Owners are members
Companies act 06
Features of a company
Separate legal personality
Law considers company to be legal person
Consequences
Perpetual succession Confidentiality Limited liability Owns assets Sue and he sued
Features of a company
Veil of incorporation
Separation of legal personality of company from owners and directors
Advantages of a company
Limited liability
Perpetual succession
Expand easier
Transfer ownership easily
Disadvantages of a company
Government regulated
Publicity
Admin burden
Types of company
Private
Don’t need secretary
Sole director
Limited
Can’t sell shares to public
Types of company
Public
Cert of incorporation must state
Issues shared to public
Issued share capital £50,000, 25% fully paid
Types of company
Listed/quoted
Can choose to be listed or quoted
Quoted -not on official list, is listed in eu member state, admitted to dealing ok NYSE or NASDAQ
Types of company
In/limited liability companies
Liability of members limited by constitution
Can be limited by shares or guarantee
Unlimited - constitution doesn’t limit liability
Disclosure requirements are lower can be attractive
Types of company
Incorporated cell companies
Each cell has own legal identity
People in jurisdictions unfamiliar to concept comfort that assets are fenced
Types of company
Protected cell company
Assets/liabilities segregated
Assets only available to creditors/shareholder of that particular cell
Each cell has own constitution and members
Types of company
Company limited by guarantee
Liability of members limited by guarantee limited to amount of members undertake to contribute to assets in event of winding up
Directors
Corporate
Comprises act as directors to other companies
Directors
Non-executive directors
Not involved In Day to day running
Directors
Executive
Involved in day to day running
Directors
Alternate
Attend meetings on their behalf
Directors
Shadow
Accordance with whose directors or instructions directors of company are accustomed to act
Terminate directors appointment
Removal Death Mental health Resign Retire Bankrupt Medical
Directors duties
Don’t accept benefits from 3rd party
Act within power
Promote succession of company
Avoid conflicts of interest
Declare interest
Secretary’s duties
Maintain stat register
Fill certain docs
Prep agenda
Quorate meetinf
Secretary powers
Sometimes signature valid as alternate director
Sign range of docs on behalf of company
Appointment of auditor
Members appoint by special resolution if director doesn’t
Any time before comp 1st period
Fill causal vacancy in office of auditor
Auditors rights
Access comps books, account at all time
Auditors duties
Carry out investigations
Report to members on financial statements of company
Members rights
Vote at AGM
Dividends
Transfer shares
Share surplus
Inspect mind and reg of members
