Lecture 4:
Structure of a company:
Board of directors (management committee)
General meeting (members)
Articles allocate power between these bodies
There may be a separate shareholders’ agreement: ownership control, voting control, board
control and financial control.
e.g.
Documents needed to incorporate a limited liability company
- Articles
- Memorandum of association: name and number of subscribers
- Application for registration setting out company name, share capital, address of reg
office, that liability of members is limited, statement of name and addresses of
directors (can be reg office) and a statement of name and addresses of directors and
a statement of compliance with CA 2006
- Subscribers are those who agree to take shares in the company
Share capital
- Application for reg must inclide statement of capital and initial shareholdings
- Share capital can be divided into small amounts
- e.g. Company A; 1000 divided into 1000 shares of £1 each
- each share is allocated a par or nominal value= minimum amout for which shares
can be issued
- each share has a nominal value = £1
- could be issued at higher but not lower price. i.e. could be issued at £10 share
- share capital can be increased s 617 CA 2006
the company’s constitution
- the content of the constitution: CA 2006, ss. 17-20
- the constitution of the registered company is composed of the articles of association
and certain types of resolution passed by the members of the company: CA 2006, ss.
17 and 29
- a company must have articles which must be registered
Structure of a company:
Board of directors (management committee)
General meeting (members)
Articles allocate power between these bodies
There may be a separate shareholders’ agreement: ownership control, voting control, board
control and financial control.
e.g.
Documents needed to incorporate a limited liability company
- Articles
- Memorandum of association: name and number of subscribers
- Application for registration setting out company name, share capital, address of reg
office, that liability of members is limited, statement of name and addresses of
directors (can be reg office) and a statement of name and addresses of directors and
a statement of compliance with CA 2006
- Subscribers are those who agree to take shares in the company
Share capital
- Application for reg must inclide statement of capital and initial shareholdings
- Share capital can be divided into small amounts
- e.g. Company A; 1000 divided into 1000 shares of £1 each
- each share is allocated a par or nominal value= minimum amout for which shares
can be issued
- each share has a nominal value = £1
- could be issued at higher but not lower price. i.e. could be issued at £10 share
- share capital can be increased s 617 CA 2006
the company’s constitution
- the content of the constitution: CA 2006, ss. 17-20
- the constitution of the registered company is composed of the articles of association
and certain types of resolution passed by the members of the company: CA 2006, ss.
17 and 29
- a company must have articles which must be registered
