Company Law

Company Law

Made Simple

1st Edition - January 1, 1978

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  • Author: Ronald R. Pitfield
  • eBook ISBN: 9781483183268

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Description

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


  • 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 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

    Index


Product details

  • No. of pages: 272
  • Language: English
  • Copyright: © Made Simple 1978
  • Published: January 1, 1978
  • Imprint: Made Simple
  • eBook ISBN: 9781483183268

About the Author

Ronald R. Pitfield

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