Company Formation

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  • Created by: Lucy
  • Created on: 18-07-15 17:16
Promoter
person who forms the company - but not if you are doing it on behalf of someone else
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No statutory definition as
the term is essentially one of business rather than law.
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Common law duty is to
exercise reasonable skill and care
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Equitable has fiduciary duty which means
good faith in financial area
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Duties of promoter are
Disclose interest in transactions with company, independent board or members in general meeting where an ordinary resolution will be sufficient for promoter to keep any profit made on trans, avoid conflict of interest with company
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Failure to disclose will allow the company to what ?
Pay promoter his cost price, rescind contract + recover company assets, sue promoter for breach of duty, sue to recover secret profit of promoter.
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What does S166 FSA 1986 state
omissions, errors or misleading statements in a prospectus render a promoter liable to any person who loses money on those shares
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issue to public via prospectus is called what ?
offer for sale
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Pre-incorporation contract
a contract made in the name of the company before the company comes into existance
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Braymist V Wise finance company Ltd
anyone liable under S.51 also has the right to enforce the contract exactly as if the contract had been made in his name rather than in the name of an unformed company.
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Promoter + 3rd party give company right to sue + be sued when
on pre-incorporation contracts - e.g. landlord could sue promoter, company could sue landlord
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Which documents/information needs to be sent to Registrar of Companies
Proposed name, fee, where the registered office is to be situated e.g. england and wales, a statement of the intended address of registered office, whether the liability of the members is to be limited, private or public company
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Which documents/information needs to be sent to Registrar of Companies
Statement of capital and initial shareholdings or statement of guarantee, Articles of association, to extent that company doesn't intend to use the model articles, memorandum of association, proposed officers (e.g. directors), statement of compliance
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Company can be bought off the shelf therefore the documents required are
Must change register of members/directors and may change articles, name and anything else.
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The certificate of incorporation states
name of registered number of company, date of incorporation, limited or unlimited, public or private, registered office is to be situated in 'england wales' or wales, scotland or Northen ireland
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Plcs require an additional S.761 certificate (trading certificate) which holds information about
Share capital, minimum £50K of which 25%+ the whole of premium must be paid up, details of preliminary expenses incurred and amount due or paid to promoter
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If no S.761 certificate issued there are 4 consquences
Company liable on contract,directors become liable if company fails to meet obligations within 21 days of a formal demand being made, company + officers can be fined + grounds for winding up under S.122 IA 1986 if no certificate obtained in 21 days
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Annual accounts - public accounts
Directors must produce accounts including directors report, present a/c to members in general meeting, deliver a/c to registrar
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Accounting records - not available to public
Must be sufficiently comprehensive to show + explain companys transactions,retain records for 3 years, private companys 6 years, maintained at any appropriate place, shareholders have no right of inspection
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Annual return - offence to lie - anyone can pay to see
All companies must make return, return date is anniversary of incorporation or of previous return, make return within 28 days of return date, contains details of registered office, share capital, members, directors + secretary
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What i kept at the registered office
Register of directors + secretaries, register of charges, minutes of general meetings
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What is the location of the register of members
registered office, other place of business, or with professional registrar
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what is the location of directors service contracts
Registered office or other place of business
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What is the location of register of directors interests in shares of company
Registered office or with register of memebrs.
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What is the contents of register of directors + secretaries
Names, addresses, D.O.B, nationality, occupation, other directorships
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What is the contents of register of charges
description of property, amount, name of person benefiting from the charge
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What is the content of the register of members
Names, addresses, number of shares held, date of acquiring and disposing of shares
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What is the content of the register of directors interests in shares of the company
Including those of spouse + minor children. Notify company within five days of change, company amends register within 3 further days.
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Other cards in this set

Card 2

Front

the term is essentially one of business rather than law.

Back

No statutory definition as

Card 3

Front

exercise reasonable skill and care

Back

Preview of the back of card 3

Card 4

Front

good faith in financial area

Back

Preview of the back of card 4

Card 5

Front

Disclose interest in transactions with company, independent board or members in general meeting where an ordinary resolution will be sufficient for promoter to keep any profit made on trans, avoid conflict of interest with company

Back

Preview of the back of card 5
View more cards

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