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Company Law: Made Simple presents a logical explanation of the purposes of the law and the procedure by which its goals are attained. It discusses the operation and execution of the law. It addresses the nature of limited companies.
Some of the topics covered in the book are the advantages of incorporation; limited companies as legal entities; types of registered companies; classification of companies; categories of unlimited companies; alterations to the memorandum; creation of the Certificate of Incorporation; nature of a memorandum; and operation of overseas companies. The nature and definition of prospectus are fully covered. The procedure for creating a prospectus is extensively discussed. An in-depth analysis of the forms of share capital is given. A study of the power of the company to borrow and to charge assets is also presented. A chapter is devoted to the appointment, registration, and assignment of office of directors. Another section focuses on the creation and monitoring of accounting records.
The book can provide useful information to businessmen, lawyers, students, and researchers.
Contenu
Preface
1 The Nature of Limited Companies
Historical Background
Limited Companies as Legal Entities
The Advantages of Incorporation
The Appeal to Investors
2 Types of Registered Companies
Classification of Companies
Public Companies and Private Companies
Companies Limited by Shares
Companies Limited by Guarantee
Unlimited Companies
Re-Registration of a Limited Company as an Unlimited Company
Re-registration of an Unlimited Company as a Limited Company
Overseas Companies
Associations not for Profit
3 Formation and Incorporation
Activities Prior to Incorporation
Promoters
Registration of a Company
The Certificate of Incorporation
Contracts of a Company
Authentication of Documents
4 The Memorandum and the Articles of Association
The Nature of the Memorandum
Contents of the Memorandum
The Name of the Company
The Registered Office
The Objects Clause
Limited Liability
The Capital Clause
Alterations to the Memorandum
The Nature of the Articles
Table A and Special Articles
Alteration of Articles
The Consequences of Registration of the Memorandum and the Articles
The Ultra Vires Doctrine
Right to Inspect and obtain Copies of the Memorandum and the Articles
5 The Prospectus and Statement in Lieu of Prospectus
The Nature of a Prospectus
Definition of 'Prospectus'
Contents of the Prospectus
The Fourth Schedule
Notes on the Fourth Schedule, Part I
Reports Required by the Fourth Schedule, Part II
Registration of a Prospectus
Shares to be 'Admitted to Listing'
Certificate of Exemption
Offer for Sale
Placings
Misstatements in the Prospectus
Remedies against the Company for Misrepresentation
Remedies against those Responsible for Issuing the Prospectus
Remedies against Experts
Criminal Liability for Misrepresentation
Statement in lieu of Prospectus
6 Application and Allotment
The Subscription Lists
The Application
The Act of Allotment
Prohibitions on Allotment
Irregular Allotments
Return of Allotments
Commencement of Business
Issue of Shares at a Discount
Issue of Shares at a Premium
Underwriting
Payment of Commission
Financial Assistance for the Purchase of Shares
7 Membership
The Status of Membership
Date of Commencement of Membership
Capacity to Become a Member
Cessation of Membership
The Register of Members
Share Certificates
Share Transfers
Forfeiture of Shares
Surrender of Shares
Lien on Shares
Transmission
8 Directors and Secretaries
The Fiduciary Relationship
Definition of 'Director'
Appointment of Directors
Service Contracts
Assignment of Office
The Number of Directors
Share Qualification
Over-Age' Directors
Disqualification of Directors
Removal from Office
The Directors as Agents
Liability of Directors
Meetings of Directors
Disclosure of Directors' Interests in the Company's Securities
Disclosure of Interests in Voting Shares
Remuneration of Directors
Compensation for Loss of Office
Loans to Directors
Managing Directors
Directors Dealing in Options
Unlimited Liability of Directors
Published Information Concerning Directors
Publication of Directors' Names
The Secretary
The Register of Directors and Secretaries
9 Share Capital
Forms of Share Capital
Types of Shares
Preference Shares
Redeemable Preference Shares
Calls and Installments
Alteration of Capital
Reduction of Capital
10 Loan Capital
The Power to Borrow
The Power to Charge Assets
Ultra Vires Borrowing
Debentures
Types of Charges
Priorities of Charges
Registration of Charges
Registration of Charges with the Registrar
The Company's Register of Charges
Register of Debenture-Holders
Trust Deed
Remedies Available to Debenture-Holders
Receivers and Managers
11 Distribution of Profits
Distributable Profits
The Consequences of Distributing from Capital
Share Interest Paid out of Capital
Dividends
Capitalization of Profits
12 The Accounting Records
The Accounts as Defined in the Acts
Accounting Periods
Preparation of Accounting Records
Copies and Inspection of Accounting Records
Preservation of Accounting Records
Laying and Delivery of the Accounts
Group Accounts
Disclosure of Relationships with Other Companies
Disclosure of Directors' Emoluments and Emoluments Waived
Disclosure of Loans to Officers
Disclosure Concerning Employees' Salaries
The Directors' Report
13 The Auditors
The Auditors' Report
Auditors' Right to Attend Meetings
Judicial Statements Concerning the Position of Auditors
Appointment and Removal of Auditors
Resignation of Auditors
Remuneration of Auditors
Qualification of Auditors
14 Meetings
Extent of the Acts
Types of Meetings
The Statutory Meeting
The Annual General Meeting
Extraordinary General Meetings
The Convening of General Meetings
Notice of General Meetings
Resolutions
Voting
Adjournment
The Quorum
The Chairman
Minutes
Circulation of Members' Resolutions and Statements
Class Meetings
'The Majority Rule'
The Conduct of Debate
15 Identifying Interests in Securities
Disclosure of Directors' Interests in Company Securities
Disclosure of Interests in Voting Shares
Investigation of Ownership of a Company
16 Investigations
Investigation of Ownership of a Company
Investigation of a Company's Affairs
Inspection of a Company's Books and Papers
Investigation of Share Dealings
Powers of the Department of Trade following an Investigation
17 Majority Rule and Minority Rights
The Principles of Majority Rule and Minority Rights
Minority Rights under the Acts
Variation of Class Rights
Oppression of a Minority
18 Statutory Records and Returns
Records to be Kept by a Company
Returns to the Registrar of Companies
The Annual Return
19 Reconstructions and Amalgamations
Scheme of Arrangement under S.206
By Sale under a Power in the Memorandum
A Sale of the Undertaking under S.287
Amalgamation by Purchase of Shares
Scheme of Arrangement in Winding up under S.306
20 Dissolution
The Processes
Winding up
Liability of Past and Present Members
Debts of the Company
Effect of a Floating Charge
Disclaimer of Onerous Property
Offenses by Officers of Companies in Liquidation
Notification of Liquidation in Business Letters, etc
Company Books as Evidence
Disposal of Books and Papers
Pending …