Company Law

Preface1 The Nature of Limited Companies Historical Background Limited Companies as Legal Entities The Advantages of Incorporation The Appeal to Investors2 Types of Registered Companies Classification of Companies Public Companies and Private Companies Companies Limited by Shares Companies Limited by Guarantee Unlimited Companies Re-Registration of a Limited Company as an Unlimited Company Re-registration of an Unlimited Company as a Limited Company Overseas Companies Associations not for Profit3 Formation and Incorporation Activities Prior to Incorporation Promoters Registration of a Company The Certificate of Incorporation Contracts of a Company Authentication of Documents4 The Memorandum and the Articles of Association The Nature of the Memorandum Contents of the Memorandum The Name of the Company The Registered Office The Objects Clause Limited Liability The Capital Clause Alterations to the Memorandum The Nature of the Articles Table A and Special Articles Alteration of Articles The Consequences of Registration of the Memorandum and the Articles The Ultra Vires Doctrine Right to Inspect and obtain Copies of the Memorandum and the Articles5 The Prospectus and Statement in Lieu of Prospectus The Nature of a Prospectus Definition of 'Prospectus' Contents of the Prospectus The Fourth Schedule Notes on the Fourth Schedule, Part I Reports Required by the Fourth Schedule, Part II Registration of a Prospectus Shares to be 'Admitted to Listing' Certificate of Exemption Offer for Sale Placings Misstatements in the Prospectus Remedies against the Company for Misrepresentation Remedies against those Responsible for Issuing the Prospectus Remedies against Experts Criminal Liability for Misrepresentation Statement in lieu of Prospectus6 Application and Allotment The Subscription Lists The Application The Act of Allotment Prohibitions on Allotment Irregular Allotments Return of Allotments Commencement of Business Issue of Shares at a Discount Issue of Shares at a Premium Underwriting Payment of Commission Financial Assistance for the Purchase of Shares7 Membership The Status of Membership Date of Commencement of Membership Capacity to Become a Member Cessation of Membership The Register of Members Share Certificates Share Transfers Forfeiture of Shares Surrender of Shares Lien on Shares Transmission8 Directors and Secretaries The Fiduciary Relationship Definition of 'Director' Appointment of Directors Service Contracts Assignment of Office The Number of Directors Share Qualification Over-Age' Directors Disqualification of Directors Removal from Office The Directors as Agents Liability of Directors Meetings of Directors Disclosure of Directors' Interests in the Company's Securities Disclosure of Interests in Voting Shares Remuneration of Directors Compensation for Loss of Office Loans to Directors Managing Directors Directors Dealing in Options Unlimited Liability of Directors Published Information Concerning Directors Publication of Directors' Names The Secretary The Register of Directors and Secretaries9 Share Capital Forms of Share Capital Types of Shares Preference Shares Redeemable Preference Shares Calls and Installments Alteration of Capital Reduction of Capital10 Loan Capital The Power to Borrow The Power to Charge Assets Ultra Vires Borrowing Debentures Types of Charges Priorities of Charges Registration of Charges Registration of Charges with the Registrar The Company's Register of Charges Register of Debenture-Holders Trust Deed Remedies Available to Debenture-Holders Receivers and Managers11 Distribution of Profits Distributable Profits The Consequences of Distributing from Capital Share Interest Paid out of Capital Dividends Capitalization of Profits12 The Accounting Records The Accounts as Defined in the Acts Accounting Periods Preparation of Accounting Records Copies and Inspection of Accounting Records Preservation of Accounting Records Laying and Delivery of the Accounts Group Accounts Disclosure of Relationships with Other Companies Disclosure of Directors' Emoluments and Emoluments Waived Disclosure of Loans to Officers Disclosure Concerning Employees' Salaries The Directors' Report13 The Auditors The Auditors' Report Auditors' Right to Attend Meetings Judicial Statements Concerning the Position of Auditors Appointment and Removal of Auditors Resignation of Auditors Remuneration of Auditors Qualification of Auditors14 Meetings Extent of the Acts Types of Meetings The Statutory Meeting The Annual General Meeting Extraordinary General Meetings The Convening of General Meetings Notice of General Meetings Resolutions Voting Adjournment The Quorum The Chairman Minutes Circulation of Members' Resolutions and Statements Class Meetings 'The Majority Rule' The Conduct of Debate15 Identifying Interests in Securities Disclosure of Directors' Interests in Company Securities Disclosure of Interests in Voting Shares Investigation of Ownership of a Company16 Investigations Investigation of Ownership of a Company Investigation of a Company's Affairs Inspection of a Company's Books and Papers Investigation of Share Dealings Powers of the Department of Trade following an Investigation17 Majority Rule and Minority Rights The Principles of Majority Rule and Minority Rights Minority Rights under the Acts Variation of Class Rights Oppression of a Minority18 Statutory Records and Returns Records to be Kept by a Company Returns to the Registrar of Companies The Annual Return19 Reconstructions and Amalgamations Scheme of Arrangement under S.206 By Sale under a Power in the Memorandum A Sale of the Undertaking under S.287 Amalgamation by Purchase of Shares Scheme of Arrangement in Winding up under S.30620 Dissolution The Processes Winding up Liability of Past and Present Members Debts of the Company Effect of a Floating Charge Disclaimer of Onerous Property Offenses by Officers of Companies in Liquidation Notification of Liquidation in Business Letters, etc Company Books as Evidence Disposal of Books and Papers Pending Liquidations Unclaimed Assets Meetings to Ascertain Wishes of Creditors or Contributories The Liquidator21 Winding up by the Court The Compulsion to Wind up Reasons for Winding up The Right to Petition The Procedure in Outline The Petition Commencement of Winding up Consequences of a Winding-up Order The Statement of Affairs The Liquidator Committee of Inspection List of Contributories Bringing in the Assets Debts of the Company22 Voluntary Winding up and Winding up Subject to Supervision Circumstances Leading to a Voluntary Winding up Provisions Specific to all Forms of Voluntary Winding up The Liquidator in any Form of Voluntary Winding up Members' Voluntary Winding up Creditors' Voluntary Winding up Winding up Subject to Supervision of the Court23 Other Constraints on Companies European Communities Act, 1972 Protection of Depositors Act, 1963 Prevention of Fraud (Investments) Act, 1958 Theft Act, 1968 Fair Trading Act, 1973 The Admission of Securities to Listing The City Code on Takeovers and MergersAppendix 1. Revision QuestionsAppendix 2. The Eighth Schedule of the Companies Act, 1948, as Amended by the Companies Acts of 1967 and 1976Appendix 3. Table of CasesAppendix 4. Table of StatutesIndex