Week one Flashcards
What is the purpose of company law?
Regulation
Protection
Promotion of enterprise
Who are the interested parties/ shareholder in companies?
1) shareholders - (members/subscribers)
2) directors
3) creditors - (trade/bank/revenue/employees)
4) society
what is a company?
-legal entity with a separate legal identity
- corporation sole - public office
- corporation aggregate or body corporate
Forms of business organisation?
- sole trader / practitioner
-partnership
-company - various forms
company?
-limited liability
-perpetuity
-transfer shares
-managed by directors
corporation tax - 12.5%
-finance - fixed and floating charges
-audit required
-employer pension contribution
-employee participation through share issue/options
self employed?
- unlimited liability
- issues with succession
-transfer - assets - managed by owner
-income tax - marginal rates
-finance - personal borrowings only - no audit required
- personal pension plan only
- employee participation through partnership only
partnership?
-unlimited liability
-issues with succession to partnerships
transfer -share generally non-transferable
-managed by partners
-income-tax -marginal rates
- finance - personal borrowings only
- no audit required
- personal pension plan only
- employee participation through partnership only
Types of company under Irish law
Ltd
DAC
PLC
CLG
UC
LTD
-single constitutional document
-limited by shares only
-no objects clause ; unlimited capacity
-may have only 1 director
-minimum 1, maximum 149 members
- can dispense with AGM
- cannot list debt securities
- no minimum issued share capital
- can commence trading immediately
DAC
-articles of memorandum of association
- maybe limited by shares or guarantees
- must have objects clause
- must have 2 directors
- minimum 1 , maximum 149 members
- can dispense with AGM only if 1 member company
- can list debt securities (but not shares)
PLC
- articles of memorandum of association
-limited by shares only - must have objects clause
- must have 2 directors
- minimum 1, no maximum number of members
-can dispense with AGM only if 1 member company - can list debt securities and shares
- minimum share capital of 25, 000 euro - 25% paid up
- additional certificate before commence trading
- additional rules if listed on regulated market
s871 categories of offences?
category 1 - indictment 10 years / 500,000 euro ; summary 12 months / 5,000 euro
category 2 - indictment 5 years / 50,000 euro; summary 12 months / 5,000 euro
category 3 - summary 6 months / 5,000 euro
category 4- summary 5,000 euro
Formation of registered company?
requires:
-person(s) to subscribe to a constitution
-delivery of the constitution for registration to registrar
- statement set out in form A1
-declaration by director/secretary/solicitor - all registration requirements complied with and activity will be carried out in the state - in form A1
- Bond of 25,000 euro - where no director resident in EEA, unless real and continuous link to economic activitiy
-supplementary statement - if director disqualified in EEA
-registration fee 50eyro
form A1?
-company name and registered office
-company type (LTD, DAC, PLC, CLG, etc.)
- name, address and consent to act of directors
- name address and consent to act of company secretary
- names and signatures of the subscibers to constitution
-capital statement (nomial value or authorised and issued share capital)
-statutory declaration of compliance with registration requirements and activitiy in state
Form A4 ?
-Certificate to commence business for PLC
-declaration signed by director or secretary
- stating nominal share capital is not less than authorised minimum (25000 euro)
-setting out the amount paid up on the allotted share capital
- any amount paid to the promoters of the company
