company formation Flashcards
when will courts lift the veil? (common law)
- to produce a tax liability
-to give entitlement to compensation
to prevent evasion of excise duty
-to reveal the members true national identity
-recognising the breakdwon of a quasi partnership relationship
-to prevent the evasion of existing contractual obligations
-to reveal national identity
when will the veil be lifted-statute?
- where the director is disqualified
- where the plc trades without a trading certificate
- fraudulent trading= trading an insolvent company with intent to defraud
- wrongful trading- traidng an insolvent comapny without taking reaosnable steps to minimise loss to potential creditors
unlimited companies…..
-private only DOES NOT need to file accounts unless sub or parent of a limited company
limited by gaurantee….
- private only liability is limited to such an aount as the members undertake to contribute to the companys assets in the event of it being wound up
- cannot be registered with share capitl e.g. a charity or trade association
limited by shares….
- private or public
- liability is limited to the amount of the niminal value unpaid on members shares held by them
changing status:
- can do so once
- limited to unlimited= with consent of all members of the company
- unlimited to limited= by passing a special resolution to that effect
memorandum of association
historic record of initial subscirbers
application for registration
name, address, memebrs liability, company type and domicile
articles of association
if not supplied, default will apply
section 9 documents
share capital and initial shareholdings
statement of gaurantee
only for companies limited by gaurantee
statement of proposed officers
details of the first director and first company secretary
statement of compliance
statutory declaration of compliance
what is the additional requirements for plc’s
apply for trading certificate
what is needed to apply for a trading certificate?
- application statement that the capital is not below minimum (50kks)
- statement of compliance
what is the effective birthdate of a company?
the date on the cert of incor.
who is a promoter?
anyone who makes business preparations for a company
what are fiduciary duties as an agent?
- duty to account
- duty to avoid a conlflict of interest
- duty to disclose
- duty not to make a secret profit
what are problematic areas for promoters?
- pre incorporation expenses= bc has no right to be reimbursed them
- pre incorporation contractd = could be liable as the company technically doesnt exist
how may company names be changed?
special resolution or by the secretary of state
who must have their own full length articles?
listed companies
how to change articles?
special res. BUT if there is a provision of entrenchment, they can only be changed with agreement of all company members or by the court
a copy of any amended articles must be sent to the registrar within…
15 days
a member will not be bound by alterations which….
compel him to buy more shares or increase his liability
