C15 - Company Incorporation Flashcards
Articles of association
06 model articles for a private company limited by shares contain clauses covering:
Organisation of GM Directors powers/responsibility Admin arrangements Vote at AGM Shares Liability of members Appoint director
Reg of members/directors
Members Name/address Date registered Date ceased Shares held
Directors Name/forename Service address Country/state Nationality DoB
Post-incorporation procedures
Directors need to
Hold an inaugural meeting
Issue share cert
Update ref of members/directors
Offshore environment may need to
Prep declarations of trust
Prep shar cert
Order comp seal
Prep letter of acceptance
Shares and share capital
Authorised share capital
Amount company authorised to issue by memorandum
Shares and share capital
Issues share capital
Nominal value of shares actually issued to members
Shares and share capital
Called-up share capital
Value of issue shares remain unload and whose holders have been caused to purchase for shares
Shares and share capital
Paid up share capital
Amount issued share capital for comp which has actually been paid for
Share types
Ordinary
Right to vote, receive dividend
Share types
Preference
Can’t vote, right to dividend of dividend % of distributable profits. Pix dividend as priority over ordinary shares
Share types
Redeemable
Share can be redeemed by comp act future date
Share types
Bearer
Considered to be owned by ‘bearer’ not common in offshore
Share cert
Certs issued under common seal, specifying any shares held by member is PRIMA FACE
ON FHE FACE OF IT EVIDENCE
Must specify in share cert
How many shares/class
Nominal value
Shares fully paid
Any distinguishing numbers
Registered office
Communication and notices addressed:
Cert of incorporation
Common seal
Mems and arts
Min book
