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28 Cards in this Set
- Front
- Back
Those who set out to form a company are called ___________________
They include those who: |
its promoters.
> arrange for the documents to be drafted and filed. accountants and solicitors. |
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Responsibilities of promoters: |
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The main legal task of the promoters is to file the necessary documents with the Registrar of Companies in Cardiff.
These documents are: (five) |
> The Memorandum of Association |
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The main legal task of the promoters is to file the necessary documents with the Registrar of Companies in Cardiff. |
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The Memorandum of Association |
describes |
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The Memorandum of Association's form |
1. Name |
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The Articles of Association |
regulate |
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Articles of Association |
> Meetings > The position of directors |
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Articles must be |
printed and signed |
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The Articles may later be |
altered
at a general meeting of shareholders or by a written resolution agreed to |
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Form G.10 must be signed by the subscribers of the Memorandum
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> give particulars of the first director/s, |
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Form G.10 must be signed by the subscribers of the Memorandum and filed with it. |
> include the nomination of the first company secretary, with consent to act. The secretary is, in effect, responsible for administering the requirements of the |
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Form G.10 must be signed by the subscribers of the Memorandum and filed with it. |
> include the address of the registered office. |
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Those named and consenting to act on |
automatically become |
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A person named as a director or the company secretary or a solicitor engaged in forming the company, |
must complete a statutory declaration that the registration requirements of the Companies Acts have been complied with. |
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The current registration fee is |
£20. |
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On receipt of the documents and the fee, the Registrar will |
satisfy himself that the statutory requirements have been met and then will issue the |
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The dealers in formation services offer |
> have non-descriptive names. |
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Some advantages that have been claimed (often unjustifiably) for buying ready-made companies include: |
Speed Cost Administration |
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By the Companies Act 2006, s.33, |
bind the company and its members |
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The Memorandum of Association |
can be altered. |
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A contract made on behalf of a company before it is formed |
is void. because it simply does not exist yet. cannot sue the other party on it, |
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The legal status of pre-incorporation contracts can cause difficulty. |
There are various possible solutions |
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The powers of a company are, in theory, objects clause of its Memorandum. But there have been both practical and legal changes. |
Objects clauses are often widely drafted By Section 35 CA 1985 and Section 39 CA 2006, 'The validity of an act done by a company shall not be called into question on the ground of lack of capacity by reason of anything in the company's memorandum.' (In the CA 2006 the word 'memorandum' is replaced with the word 'constitution'.) |
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When the CA 2006 is fully in force, |
any restrictions on a company's objects contained in its Memorandum of Association will be treated as if they are contained in the company's Articles of Association (Section 28 CA 2006). If the company wishes to alter those restrictions, it will need to pass a special or written resolution to alter the Articles. Until that time the objects remain in the Memorandum of Association which again can be altered by special or written resolution. |
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The main advantages |
Limited liability |
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The disadvantages of |
On formation, |
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The other features of companies include |
taxation and management systems. |