C15 - Company Incorporation Flashcards

1
Q

Articles of association

A

06 model articles for a private company limited by shares contain clauses covering:

Organisation of GM
Directors powers/responsibility 
Admin arrangements
Vote at AGM
Shares
Liability of members 
Appoint director
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2
Q

Reg of members/directors

A
Members
Name/address
Date registered
Date ceased
Shares held
Directors 
Name/forename
Service address
Country/state
Nationality
DoB
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3
Q

Post-incorporation procedures

A

Directors need to

Hold an inaugural meeting
Issue share cert
Update ref of members/directors

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4
Q

Offshore environment may need to

A

Prep declarations of trust
Prep shar cert
Order comp seal
Prep letter of acceptance

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5
Q

Shares and share capital

Authorised share capital

A

Amount company authorised to issue by memorandum

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6
Q

Shares and share capital

Issues share capital

A

Nominal value of shares actually issued to members

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7
Q

Shares and share capital

Called-up share capital

A

Value of issue shares remain unload and whose holders have been caused to purchase for shares

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8
Q

Shares and share capital

Paid up share capital

A

Amount issued share capital for comp which has actually been paid for

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9
Q

Share types

Ordinary

A

Right to vote, receive dividend

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10
Q

Share types

Preference

A

Can’t vote, right to dividend of dividend % of distributable profits. Pix dividend as priority over ordinary shares

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11
Q

Share types

Redeemable

A

Share can be redeemed by comp act future date

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12
Q

Share types

Bearer

A

Considered to be owned by ‘bearer’ not common in offshore

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13
Q

Share cert

A

Certs issued under common seal, specifying any shares held by member is PRIMA FACE

ON FHE FACE OF IT EVIDENCE

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14
Q

Must specify in share cert

A

How many shares/class

Nominal value

Shares fully paid

Any distinguishing numbers

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15
Q

Registered office

A

Communication and notices addressed:

Cert of incorporation
Common seal
Mems and arts
Min book

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