Companies Act Flashcards
What are the 3 types of companies in the Act
- Limited Company
- Unlimited Company
- Public Limited Company (PLC)
What is a limited company?
Company limited by shares or by guarantee
liability of its members is limited by its constitution
What details would you need to register a company?
Companies name, registered office, limited/unlimited, private/public
What is a share?
means a share in the company’s share capital
What are 5 types of common shares?
Ordinary shares
Preference shares
Redeemable shares
Deferred shares
Non-Voting shares
What rights do ordinary shareholders have?
- Voting rights
- Right to receive dividends
- Right to assets in liquidation after creditors and preference
shareholders
What rights do preference shareholders have?
- Dividend preference before any ordinary shareholder
- Restricted or no voting rights
- Ranked ahead of ordinary shareholders in liquidation
What is the point in deferred shares?
To grant a form of ownership in the company but with no voting or dividend rights (e.g. to an employee)
What gives directors power to issue shares?
The Act defines powers and outlines procedures but always check the AOA for any restrictions
When are shares deemed to have been allotted?
Shares are allotted at point of resolution (i.e. acquire an unconditional right to be included in company’s register) but should register this allotment within two months
What are the basic details needed for registration of a company member?
- name
- address
- date registered as member
- shares held by member
What are the two forms a resolution can come in?
Written resolution or decision at a meeting
What are the key principles for a company making distributions?
- Company can only pay dividends out of distributable profits
- PLC can only make distribution if amount of net assets is not less
than share capital
Why may the accounts & reports requirements under the Act relate to Eq
Because they handle shareholding data and oversee corporate governance
What statement do you need to register when registering a new charge?
statement of particulars
What is evidence of title of ownership for a share?
Share certificate
When a transfer of shares or debenture has been lodged with a company, what most company do?
Either register that transfer or give notice of refusal
Name 12 key parts of the Act in relation to Eq
Company formation
Company capacity
Company’s members
Directors
Resolutions/meetings
Accounts/reports
Share capital/shares
Certification/transfer of securities
Distributions
Charges
Mergers/divisions
Offences
