companys constitution Flashcards
1985 CA (Incorporated prior to 1 October 2009) constitutional documents
- Articles of association and
- memorandum
2006 Companies Incorporated on/after 1 October 2009, constitutional doc
Articles of association
what were the CA 1985 rules for incorporating
- memorandum could have constitutional restrictions
- company required to set up an objective, ultra vires to act outside of the objective
Rules for incorporation post 1st oct 2009
- unrestricted objectives unless set
What are memorandums used for under CA 2006
Required to register company at CH, simply a declaration that subscribers wish to form a company and agree to be members of that company.
give some examples of provisions in the AOA
- Number of directors required to transact business – to form a quorum at board meetings and to take decisions
- The method of appointment of directors
- The power of directors
- How board meetings are to be conducted
- Any special rights attaching to shares
- How shareholder meetings are to be conducted
- How and to whom shareholders may transfer their shares
give some examples of provisions in the AOA
- Number of directors required to transact business – to form a quorum at board meetings and to take decisions
- The method of appointment of directors
- The power of directors
- How board meetings are to be conducted
- Any special rights attaching to shares
- How shareholder meetings are to be conducted
- How and to whom shareholders may transfer their shares
How can AoA be amended? how can this be prevented?
- Amendment of AoA required a special resolution
- to prevent this the provision could be entrenched, and can only be repealed if specific conditions are met, or stricter procedure is complied with
what are the requirements for amending AOA, what is the test?
- alterations must be bona fida- in the interest of the company
- test: whether a reasonable shareholder could have decided that the amendment was for the benefit of the company?
what is the legal effect of AOA S33 (1) CA 2006
Articles are binding on the company and on the member
articles are a contract between the company and its members
What docs are needed to create a new company?
- memo
- articles
- fees
- form INO1
what is on the form INO1
- company proposed name and registered address
- priv/public
- limited by share/ guarantee
- statement of capital + initial shareholders + rights attaching to each share
- proposed officers and PSC
- statement of compliance with CA 2006
What does the certificate of incorporation set out and what are the effects of this?
- name
- registered number
- date of incorporation
The company becomes a legal entity from the date of incorporation set out in the certificate of incorporation
what are the benefits of using a shelf company?
- quicker
- can do anytime, new company can only be made during CH opening hours
When will a purchaser control a shelf company?
- once it is been entered on the register of members
