Summary
Summary LAWS08134 Business Entities-Directors
- Course
- Institution
LAWS08134 Business Entities-Directors
[Show more]
Seller
Follow
UpperCrust
Reviews received
Content preview
Directors See the Companies Act (CA)
Incorporation is a mechanical process of form filling
There are 4 important documents:
o Memorandum of association
o Articles of association
o Registration documents
o Objects clause
Memorands: These people agree to be part of the company, you now only need 1, this cannot
be changed. No longer as it used to be
Articles: Give them a commercial construction on the basis of making them effective. There
might be implied terms. Larger companies have individual articles drawn up by laywers and
smaller companies have model articles. See s. 20 CA 2006. You can change the articles through a
specific resolution you need a 2/3 majority by the shareholders. It has to benefit the company as
a whole
Shareholders meet at least 1 a year:
o There is the annual general meeting (AGM)
o Extraordinary general meeting (EGM)
Registration requires:
o Name
o Location of registered office
o Whether the companies liability is limited
o Whether it is a private or public company
o Who are the officials
o See s. 9
Once that is done you get a certificate of incorporation, this proves that the company is in
existence
You can change the name, but not the official number of a company
It must say where the company is registered, Scotland, England, etc.
S. 33(1) CA 2006
In the old days companies were set up for a specific purpose if it goes against that object it
would be ultra vires this crippled company law.
People did not want to take a risk
If a company acts out of its power provided it does so in good fiath you are ok
This applies even where the company knows that it is ultra vires
Of the company does not know their acting ultra vires then there is a presumption that th action
is legal
Board meetings are also dealt with in the articles
In shareholder meetings you need a minimum of people showing up
Share = interest in the company and capital growth was well as right to vote in the meeting
The benefits of buying summaries with Stuvia:
Guaranteed quality through customer reviews
Stuvia customers have reviewed more than 700,000 summaries. This how you know that you are buying the best documents.
Quick and easy check-out
You can quickly pay through credit card or Stuvia-credit for the summaries. There is no membership needed.
Focus on what matters
Your fellow students write the study notes themselves, which is why the documents are always reliable and up-to-date. This ensures you quickly get to the core!
Frequently asked questions
What do I get when I buy this document?
You get a PDF, available immediately after your purchase. The purchased document is accessible anytime, anywhere and indefinitely through your profile.
Satisfaction guarantee: how does it work?
Our satisfaction guarantee ensures that you always find a study document that suits you well. You fill out a form, and our customer service team takes care of the rest.
Who am I buying these notes from?
Stuvia is a marketplace, so you are not buying this document from us, but from seller UpperCrust. Stuvia facilitates payment to the seller.
Will I be stuck with a subscription?
No, you only buy these notes for $8.49. You're not tied to anything after your purchase.
Can Stuvia be trusted?
4.6 stars on Google & Trustpilot (+1000 reviews)
85169 documents were sold in the last 30 days
Founded in 2010, the go-to place to buy study notes for 14 years now