Chapter 1 - Legislation Flashcards
What is a Company?
A company or corporation is a succession or collection of persons having at law, an existence, right and duties which are separate and distinct from those persons who are from time to time, its members.
- It is a persona at law
- Can sue and be sued
- Perpetual succession
What is a “Registered Company” and its relationship with CA 2006, s 7(1)
One or more persons by subscribing their names to a memorandum of association and complying with the requirements of the Act as to registration, may form a company.
s 7(1):
- May be limited or unlimited;
- May be public or private company;
- Must not be formed for an unlawful purpose
What is noted under the CA 2006, s 3(2)?
A company limited by shares is one having the liability of its members limited to the amount, if any, unpaid on the shares held by them.
What is noted under the CA 2006, s 3(3)?
A company limited by guarantee is a company having the liability of its members limited to such amount (usually very small) as the members undertake to contribute to the assets of the company in the event of its being wound up.
Under CA 2006, s 9, what are the registration documents which must be delivered to the Registrar of Companies?
- Memorandum of Association
- Application for registration which must include:
- Proposed name;
- Location of registered office;
- Members’ liabilities
- Whether company is private or public
- Other documents:
- Statement of Capital and initial shareholders / Statement of Guarantee;
- Statement of Proposed Officers
- Statement of intended address of registered office
- Copy of proposed articles unless using model articles
- Statement of Compliance
What is noted under CA 2006, s 4(1)?
A ‘Private Company’ is a company which is not a public company.
What is noted under CA 2006 s 4(2)?
A ‘Public Company’ is a company limited by shares or by guarantee and having a share capital, whose certificate of incorporation states that it is a public company, and which has complied with the requirements of the Act as to registration as a public company.
What is a listed or unlisted company?
A public company may be listed, i.e. listed by the UK Listing Authority which is part of the Financial Services Authority and admitted to trading on a regulated market such as the main market of the London Stock Exchange, or it may be an unlisted public company.
What is a quoted company?
It is defined as: a company whose equity share capital is officially listed by UKLA; or officially listed in an EEA State; or is admitted to dealing either on the NUSE or Nasdaq: CA 2006, s 385.
‘Quoted Company’ is a term used in context of certain requirements, for example:
- Website publication of poll results (s 341)
- The directors’ remuneration reports (s 420)
- Website publication of accounts (s 430)
- The right of members to raise audit concerns on the website (s 527)
What is the difference between lifting and piercing the corporate veil?
There is no real distinction, however some may say that lifting the corporate veil merely refers to the act of peeking at what is really going on behind the scene. If there was something done wrong, the court would pierce the corporate veil to pass judgments upon the wrongdoings.
What is a Quasi Partnership?
Quasi Partnerships are companies which acts as if it is a partnership.
What is the Salomon principle?
In the case of Salomon v Salomon & Co Ltd, the House of Lords held that the corporation and Salomon are both separate legal entities.
