Company Makeup Flashcards
What is the main functions of a Company Memorandum
is the document that governs the relationship between the company and the outside
statement that the subscribers wish to form a company under the 2006 Act
have agreed to become members
and, in the case of a company that is to have a share capital, to take at least one share each
Defines the power and objectives of the company
What is the main functions of Articles of Association
Regulations which govern the internal management of the company
Records the rights and duties of its members and the company
Issued alongside with the Memorandum of Association
What other clauses does the Articles of Association include
Contains additional clauses such as :-
Procedure relating to issue of capital and calls on capital
Procedure relating to the transfer of shares
Procedure relating to the forfeiture of shares
Procedure relating to voting at meetings
Number, remuneration, qualifications retirement and disqualification of directors
Borrowing powers of the company
Annual accounts and audit
Dividends and reserves
Notices to members
Procedures to be followed in the event of the winding up to the company
What books must be kept by a compay
Register of Members
Register of Charges
What is a Register of Members
Register recording names and addresses of members and
Number of shares held by each Member
Amount paid for each share
The date at which each person became or ceased to be a member
Register should be kept at the companys registered office and be open for inspection for at least two hours on each business day
Minute Book - containing minutes taken at general meetings and meetings of directors. These should be signed by the chairman of the meeting
Register of directors and secretary with names addresses, nationality and other occupations and directorship held
Books of accounts, ledgers, day books etc containing all the companys accounting transactions
What is a Register of Charges
Contains details of all charges and mortgages secured on the property of the company
What should the annual return submitted to the Registrar of Companies contain and when is this usually submitted
To be submitted at least once in every calendar year.
Must be signed by the company secretary and a director and submitted within 42 dsys of the annual general meeting
It must contain
Amount of share capital and the number of shares
The number of shares taken up
Amount called up on each share and the total of calls received and unpaid
total of commission paid on shares and debentures
total number of shares forfeited
details of share warrants
particulars of the total indebtedness of the company in respect of mortgages and charges
Details and address of all members together with the number of sheres held by each at the date of the return and details of all shares transferred since the date of the last return
Names, nationatlities, addressess occupations and other directorships of all directors
Copy of the final accounts i.b balance sheet, profit and loss accounts ect certified by the company secretary and a director together with a copy of the directors report and auditors report must be filed
What is the difference between a preference share and an ordinary share
Preference share have a preferential right over any other class of share usually to a fixed dividend out of profits before any dividend is paid to ordinary shares
Are preferential shareholders guaranteed their fixed percentage
No they are merely guaranteed that they will be satisfied first
What is the money raised through equity or ordinary shares called
Equity Share Capital or Ordinary Share Capital
What is the money raised through preference shares called
Preference Share Capital
What is authorised capital otherwise known as
nominal or registered capital
What is authorised capital
The amount of capital the company is authorised to issue by its memorandum of association
What are premium shares
Shares sold at an amount in excess of their nominal value
Should be shown as a separate item on the balance sheet.
What can the premium of a premium share be used for
paying up unissued shares of the the company
to be issued as bonus shares to existing shareholders
writing off prelininary expenses incurred at the time of setting up the company
providing the premium payable on redeeming preference shares
in certain specified cases in reducing the companys share capital