Notesale: Turn your study into money

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1
...
59(1))

Plc (s
...
Shareholders?

1 (s
...
7(1) & 8(1)

Min
...
154(1)

2 (s
...
270(1))

Yes (s
...
15(4))

Certificate of Incorporation
(s
...
761(1) & (2))

•

Min
...
8(1)(b))

Min
...
763(1)(a)(b))

Principle of Maintenance of Share Capital;

Offer of Shares to
the Public?

Prohibited (s
...
Amount
Payable for Share
Capital

No restriction
(s
...
593(1))
25% of nominal value must
be paid on allotment (+
whole of any premium)
(s
...
/Disclosure:

None

Expenses:

None

Management:

Partnership Agreement (default provisions apply)

Shares are issued by a company to raise finance
Each share must have a fixed nominal/par value (s
...
g
...
g
...
790D: Duty on companies to identify their PSC’s
S
...

2
...
/Disclosure:

Registered Office, Members Details, Accounts, PSC’s

Expenses:

Audited Annual Accounts, Confirmation Statement

Management:

Partnership Agreement (LLPA default provisions)

LTD (LIMITED COMPANY)

Shareholders exercise ultimate control over the company; and
Shareholders hope to receive a financial return on their investment
Determining the company’s constitution (Articles of Association)
Voting on Shareholder Resolutions

Articles of Association (AA):
•
•

•
•

Determine the internal management of the company and set out rules that
both directors and shareholder must follow
The AA form a contract between the shareholders and the company
o
The directors are not a party to this contract, but a director owes
a statutory duty to act in accordance with the AA (s
...
21(1)
An incorporated company will by default have the MA as it’s AA (s
...
20) but it is also free to choose its AA (mustn’t conflict with CA)
(Memorandum’s of Association also used to exist (with object’s clauses)
but these have been outdated by the CA)

Governing Statute:

Companies Act 2006

Liability:
Legal Status:

Limited (up to amount unpaid on shares (s
...
7(1))

Starting-up:

Incorporation Document (s
...
/Disclosure:

Registered Office (s
...
441), Share Capital, Resolutions (s
...
171-177)
Directors can exceed their powers/breach their duties to the company and
therefore become liable for the loss caused (this can be ratified)
Directors are paid for their services as acting as an agent for the company
(if also an employee therefore an executive director they may get a salary)
It is not unusual for directors to also be shareholders in the company, but
within legal terms they are two separate roles

2
...
87(1))
b) Change the accounting reference date (s
...
485(3))
BR to direct company secretary to deal with PMM’s

6) Voting?

Same as before

7) Closing?

BM1 closed (or adjourned for short notice)

1) Who Calls?

Any one of the directors (MA 9(1))

2) Notice?

Reasonable per usual for company (Browne v La Trinidad)
To all the directors in writing or otherwise ( MA 9(3))
With date, time, location and means of comm
...
318)

4) Disclosure?

Directors must declare any interest (s
...
177(6))

5) Agenda?

BR to effect requests;
a) Appoint directors (MA 17(1)(b))
b) Accept director resignations (MA 18(f))
c)
Approve transfer of subscriber (s
...
(s
...
123(2))
c)
Update PSC register (s
...
776)
e) (If not Short Notice) Deal with post-meeting matters
BR to approve form of notice of GM including;
a) Specify time, date, place and nature (s
...
325(1))
c)
Include the full text of any SR (s
...
77(1))
BR to call a GM (s
...
310(1))
b) Auditors (s
...
307(1) & s
...
1147)
Short notice can apply (s

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