Legal structure:
Must raise outside
funds, cannot
secure a loan by
using "floating
charge.
Liability of the partners
Jointly and severally liable
Limited Partnership: j contribue aux finances mais ne suis pas debt liable
Limited Liability
Partnership:
Members are taxed
individually,
remain liable for
debt.
Incorporated (Resgistered) Business Org
Types: 1. Limited by Shares
2. Limited by
guarantee 3.
Unlimited
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"
Formation of the company:
Promoter: Owes difaciury duties to
the company he is promoting. -
Professional Agency or an already pre
incorporated company
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.
Public Plc (shares on
stock exchange) vs
Private Ltd (Private
shares)
Company's constitution:
no more "object clause"
so explanation of
company's
incorporation but
articles of association.
Capital: Share capital -
Issued/unissued capital -
called up/uncalled share
capital - Reserve capital -
Loan capital
preferece/ordinary
shares
Loan Capital
(Debenture)
Floating charge
Fixed charege (legal/equitable)
MANAGEMENT
Director
Executive Director (selected by board of directors)
Non executive Director
Chairman
alternative director
shadow director
Board of directors (One tier board vs supervisory board model)