Chapter 17: Company Law Basics Flashcards
(21 cards)
Creation of a Company
When is a Company Treated as a UK Resident?
Under S.5(1) of CTA 2010
If Incoporated in the UK.
Creation of a Company
Who Signs a Memorandum of Associations?
A Company’s INitial Shareholders
Creation of a Company
What Does a Memorandum of Associations State?
The Person(s) Signing Wish to Form a Company and Become Members of the Company.
Members are Shareholders
Creation of a Company
A Companies Articles of Association Includes Rules Surrounding:
- Issuing Shares
- Rights of Shareholders
- Declerations and Payments of Dividends
- Conduct of Meetings
- Roles and Powers of Directors
Creation of a Company
A Companies Name Must Not be:
- Already Listed on Companies House
- Offensive
- Constitute to an Offence
Creation of a Company
What is a Standard Industrial Classification (SIC) Code?
Describes the Nature of a Company’s Activities.
An Official List is Held at Companies House
All Companies Must Have at Least One SIC Code.
Creation of a Company
What is the Fee Paid to Companies House Called?
A Requisite Fee.
Types of Company
What Does a Company Limited by Guarentee Not Have?
Shareholders.
Types of Company
When Must Guarantors Contribute to the Company?
In the Event of Insolvency.
Types of Company
Examples of Companies Limited by Guarantee Include:
- BUPA
- Network Rail
- English and Welsh Cricket Board
Types of Company
What Condition Must be Met for a Public Company to Commence Trade?
It Must Have a Minimum Alloted Share Capital of £50,000.
1/4 Must Actually be Paid for
Members (Shareholders)
When Must Shareholders be Notified of a Company Meeting?
At Least 14 Days Prior.
Members (Shareholders)
When Must Shareholders be Notified of an Annual General Meeting?
At Least 21 Days Prior.
Members (Shareholders)
What is a Proxy?
A Person Who Attends and Votes on Behalf of a Member During a Company Meeting.
Members (Shareholders)
Members Can Remove Directors Through:
- An Ordinary Resolution; or
- Altering the Articles.
An Ordinary Resolution is a Majority Vote
Members (Shareholders)
What are Written Resolutions?
A Written Statement Used for Most Decisions That Would Otherwise be Agreed Upon in a Meeting.
They Cannot be Used to Remove Directors or Auditors.
Directors
What is a Quorum?
The Minimum Number of Members Needed for a Valid Meeting.
Provided for in the Articles.
Administration
What is a Company Secretary?
The Chief Adminstrative Officer of a Company.
Administration
What is the Responsiblity of a Company Secretary?
Ensuring the Company Meets Legal Obligations.
Administration
The Following Registers Must be Kept:
- Registers of Members
- Registers of Charges
- Registers of Directors
- Registers of People with Significant Control (PSC) Over a Company
Administration
A Confirmation Statement is Submitted to Ensure That Information Held at Companies Hosue is:
- Correct; and/or
- Needs Updating
