Companies Act 2006 Flashcards
Method of forming a company
Memorandum of association
is a memorandum stating that the subscribers:
a) wish to form a company under this Act; and
b) agree to become members of the company and, in the case of a company that is to have share capital, to take at least one share each.
Issue of certificate of incorporation
1) On the registration of a company, the registrar of companies shall give a certificate that the company is registered.
2) certificate must state:
a) name and number of the company
b) date of incorporation
c) limited / unlimited / limited by shares or guarantee
d) private v public co
e) whether registered office is located in Eng/Wh/Sc/NI
Name of public companies
Must end in “plc”
Name of private companies
Must end in “ltd”
Companies required to have directors?
1) a private company must have at least one director
2) a public company must have at least two directors
Companies required to have a secretary?
1) Private companies not required to have a secretary
A public company must have a secretary
Means of payment for shares
For private companies: S.582 1) "money or money's worth" For Public companies: S.593 1) Cash or a) independently valued consideration where b) the valuation has bee completed within 6 months prior to the purchase and c) a copy of the report has been sent to the proposed allottee.
Paying up of company shares
1) public company shares must be at least one quarter paid up.
Can a private company make public offers of its shares?
No - S.755(1)
Minimum share capital requirement for a public company
S.763 (also 761 (obtain certificate) & 762 (authorised minimum))
1) £50,000; or
2) the prescribed euro equivalent
A companies constitution includes:
S.17 a) the company's articles b) any resolutions and agreements to which chapter 3 (S.29) applies: S.29 a) any special resolution etc.
Articles of association:
1) company must have AoA prescribing the regulations of the company
2) Must register articles (unless using MA)
3) AoA must:
a) be contained in a single doc.
b) be divided into numbers consecutively
Default application of model articles
S.20 1) if a company is formed and a) no articles registered; or b) MA provisions not excluded or modified by registered articles, relevant MA are considered adopted.
Pre 2006 companies - memorandum
1) provisions in memo considered to be in articles