Types Of Companies Flashcards
Outline features of private companies
A company isn’t public - CA06
Name ends in Ltd
Requires memo
Shares no par value
Not permitted to issue shares for sale to public/ invitation to buy only
Requirement to have 1 director
Requirement to file accounts within 9 months
Not required to have company secretary
Outline public companies
Only pubic if CoI (doc issued by registar conclusive evidence Company is duly registered) states it is
Name ends in PLC
Requires memo
Issued share capital of £50k / 25% fully paid
(Nominal value shares issued to members)
Shares issued to public
Requires 2 directors ( 1 natural person)
Requirement file accounts within 6 months
Requirement to have suitably qualified secretary
Outline differences between LTD & PLC
1 bun 2 shoe 3 tree 4 door 5 hive 6 sticks 7 heaven
Outline listed & quoted companies
Public companies list shares on London stock exchange (shares are listed companies)
Public companies quote shares on other investment exchange (shares are quoted)
CA06 defines ‘quoted companies’ whose equity share capital;
- included on official list / maintained by FCA
- officially listed in EU member state
- dealing on New York stock exchange or national association of securities dealers automated quotations
Companies must meet strict criteria of stock exchanges & company law to be listed
Outline limited liability companies
Liability of members is limited by constitution (m&a)
Company limited by shares or guarantee
Shareholders not liable for debts
Outline unlimited companies
Constitution doesn’t limit liability of members
Shareholders have unlimited liability/ liable for debts of company
Disclosure requirements Lower in certain jurisdictions
Outline companies limited by guarantee
Members liability limited to amount undertaken to contribute to assets of the company in event of liquidation
Doesn’t usually have share capital/ instead constitution provided members contribute fixed amount to capital
Usually charitable/ not to profit organisations
Outline protected cell companies
GSY forfronted development (1990) to bring captive insurance work to island
Offers segregation of assets & liabilities by ring-fencing them in cells / only available to creditors of particular cell
No separate legal personality / cell company enters contracts on behalf of company / responsible for cells up keep
Each cell has own constitution & members / members not member of cell company as virtue of member of cell
(GSY legislation requires directors, sec & RO to be same as cell company / JSY different directors)
Condition ensure cell company ultimate control of cells
Popular for captive insurance industry / enable issuers & classes of investors benefit overhead costs without losing protection of insolvent other cells
Used for umbrella fund investment schemes / framework created enables docs to be easily replicated upon new cell creation, regulatory consent obtained for 1 arrangement provides approval for other cells / ability to replicate structure commercial advantage)
Outline incorporated cell companies
Newer versions of cell company whereby each cell own separate legal personality
Easier for cells to enter own contracts
Gives investors unfamiliar with PCC the comfort assets are ring fenced adequately
