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Company Law - 1st Edition - ISBN: 9780491020862, 9781483183268

Company Law

1st Edition

Made Simple

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Author: Ronald R. Pitfield
eBook ISBN: 9781483183268
Imprint: Made Simple
Published Date: 1st January 1978
Page Count: 272
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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.

Table of Contents


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


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


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


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


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


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


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




The Quorum

The Chairman


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 Liquidations

Unclaimed Assets

Meetings to Ascertain Wishes of Creditors or Contributories

The Liquidator

21 Winding up by the Court

The Compulsion to Wind up

Reasons for Winding up

The Right to Petition

The Procedure in Outline

The Petition

Commencement of Winding up

Consequences of a Winding-up Order

The Statement of Affairs

The Liquidator

Committee of Inspection

List of Contributories

Bringing in the Assets

Debts of the Company

22 Voluntary Winding up and Winding up Subject to Supervision

Circumstances Leading to a Voluntary Winding up

Provisions Specific to all Forms of Voluntary Winding up

The Liquidator in any Form of Voluntary Winding up

Members' Voluntary Winding up

Creditors' Voluntary Winding up

Winding up Subject to Supervision of the Court

23 Other Constraints on Companies

European Communities Act, 1972

Protection of Depositors Act, 1963

Prevention of Fraud (Investments) Act, 1958

Theft Act, 1968

Fair Trading Act, 1973

The Admission of Securities to Listing

The City Code on Takeovers and Mergers

Appendix 1. Revision Questions

Appendix 2. The Eighth Schedule of the Companies Act, 1948, as Amended by the Companies Acts of 1967 and 1976

Appendix 3. Table of Cases

Appendix 4. Table of Statutes



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© Made Simple 1978
1st January 1978
Made Simple
eBook ISBN:

About the Author

Ronald R. Pitfield

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