Company Law

Company Law

Unincorprated Business Org
1. Sole Trader (One man business)
2. Partnership (= firms)
  1. Legal structure: Must raise outside funds, cannot secure a loan by using "floating charge.
  2. Liability of the partners
    1. Jointly and severally liable
    2. Limited Partnership: j contribue aux finances mais ne suis pas debt liable
    3. Limited Liability Partnership: Members are taxed individually, remain liable for debt.
Incorporated (Resgistered) Business Org
1. Types: 1. Limited by Shares 2. Limited by guarantee 3. Unlimited
2. Legal Person 1. The company 2.Membership 3.Management (Each subsiadiry is treated independently even though holding has "group account" - when law peaks into subsidiary individually it is called "lifting the corporate veil"
3. Formation of the company: Promoter: Owes difaciury duties to the company he is promoting. - Professional Agency or an already pre incorporated company
4. Registration: -Memorandum of association - Application for Registration - Statement giving Directors - Statement of Capital - Statement of Compliance =Certificate of incorporation (only for private comp. Public companies also need trading certificate.
5. Public Plc (shares on stock exchange) vs Private Ltd (Private shares)
6. Company's constitution: no more "object clause" so explanation of company's incorporation but articles of association.
7. Capital: Share capital - Issued/unissued capital - called up/uncalled share capital - Reserve capital - Loan capital
  1. preferece/ordinary shares
  2. Loan Capital (Debenture)
    1. Floating charge
    2. Fixed charege (legal/equitable)
MANAGEMENT
1. Director
  1. Executive Director (selected by board of directors)
  2. Non executive Director
  3. Chairman
  4. alternative director
  5. shadow director
  6. Board of directors (One tier board vs supervisory board model)
    1. Director's duties
      1. Duty to act within power
      2. exercice independent judgement
      3. exercice reasonable care
      4. Avoid conflict of interest
      5. Not accept benefits from third parties
      6. Declare interest in proposed transactions
      7. effect of a breach duty
      8. Company secretary
        Auditor
SHAREHOLDERS
1. Meetings
  1. Annual General Meeting
  2. Extroaidnary General Meeting
  3. Class meeting
  4. Resolutions
    1. Special Resolution
    2. Ordinary Resolution
    3. Written Resolution
    4. Minority Shareholders (Derivative action)
DISSOLUTION
1. In Partnership
2. Personal Insolvency
3. Registered Company
4. Winding Up (Voluntary vs Compulsory)
  1. Role of liquidator (sort order of priority)
  2. Creditor rights
    1. Retention of title
    2. Lien
5. Alternative to winding up
  1. Voluntary Arrangement
  2. Administration Order

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