DOCSLIB.ORG

The Unlimited Company Companiescompanies Billact 2014 2012

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
The Unlimited Company Companiescompanies Billact 2014 2012 The Unlimited Company companiescompanies billact 2014 2012 The Companies Act 2014 (the “Act”) will come into effect on 1 June 2015 and will introduce significant reforms in company law in Ireland. The Act has since then been amended and updated. Although some of the law relating to an unlimited company is unchanged by the Act, there are some notable reforms. Key Features • unless specifically exempted, the name of an unlimited company must end with either “unlimited company” or “cuideachta neamhtheoranta”; • no restriction on a company previously re-registered from limited to unlimited (or vice versa) subsequently reverting to its previous status; • new rules with respect to the capacity of an unlimited company, mirroring those applying with respect to a designated activity company and a public limited company; • unlimited company permitted to be a single-member company; • statutory distribution rules disapplied with respect to an unlimited company (although insolvency rules will remain); • a reserve arising from a reduction of capital of a ULC or a PUC treated as a realised profit; • new provisions facilitating reorganisations, mergers and divisions of companies apply to an unlimited company in the same way as to a private company limited by shares (however, in the case of a merger or division, one of the companies involved must be a private company limited by shares). Companies Act 2014 Preliminary As in the case of a DAC, the articles of association of an unlimited company The Unlimited The Act provides for three types of unlimited company: may contain regulations in relation to Company the company. To the extent that optional (a) a private unlimited company (“ULC”); provisions in the Act are not modified or (continued) excluded, those provisions apply. In the (b) a public unlimited company (with a case of a ULC or a PUC, the articles of an share capital) (“PUC”); and unlimited company may consist solely of a (c) a public unlimited company (without a statement to the effect that the provisions share capital) ( “PULC”). of the Act will apply while in the case of a PULC, the articles must also state Formation the number of members with which the An unlimited company can be formed by company proposes to be registered. The means of registration or re-registration as Act continues the existing memorandum an unlimited company or by means of a and articles of association of an unlimited merger or division. company save to the extent that those provisions are inconsistent with a Change of Status mandatory provision of the Act. Under previous rules, an unlimited Capacity company, which previously had changed its status from limited to unlimited, Rules with respect to the capacity of was restricted from reverting to limited an unlimited company are new and are liability status. The Act removes this consistent with the rules which will apply restriction. Likewise, a limited company, with respect to a DAC and a public limited which has previously changed its status company. from unlimited to limited, may revert to By way of summary: unlimited status without restriction. (a) an unlimited company has the legal Company Name capacity to do any act or thing stated in Irrespective of the type of unlimited the objects set out in its memorandum company, the name of an unlimited of association or any act or thing company must end with either which appears to it to be requisite, “unlimited company” or “cuideachta advantageous or incidental to or to neamhtheoranta”. This is a new facilitate the attainment of those requirement. After registration the words objects; “unlimited company” and “cuideachta (b) an act done by an unlimited company neamhtheoranta" can be abbreviated to will not be invalidated on the ground “uc” and “cn” as the case may be. of lack of capacity by reason of Constitution anything contained in the company’s objects; As in the case of other types of company, the provisions with respect to the (c) a member may bring proceedings to constitution of an unlimited company restrain the doing of an act which reflect changes from the previous law. would be beyond the unlimited company’s capacity but no such Like a designated activity company proceedings will lie in respect of any (“DAC”), the constitution of an unlimited act to be done in fulfilment of a legal company must be in the form of a obligation arising from a previous act memorandum and articles of association. of the company; The Act sets out the prescribed format and those matters to be dealt with in the memorandum of association for each type of unlimited company. 2 | mccann fitzgerald · june 2017 Companies Act 2014 (d) directors must observe any limitation Statutory pre-emption rights continue to on their powers flowing from the apply with respect to both a ULC and a PUC, The Unlimited objects and any action taken by the although the rules with respect to a ULC Company directors which would otherwise be are aligned with those of a private company beyond the company’s capacity may limited by shares (“LTD”). The rules with (continued) only be ratified by the company by respect to a PUC are aligned with those special resolution; applying to a PLC. (e) ratification will not absolve the Subject to certain exceptions, an unlimited directors of any liability unless a company is not permitted to offer securities separate special resolution of the to the public or to apply to have, or have, company for such relief expressly securities admitted to trading or listed provides; on any market. In certain circumstances, however, a PUC or PULC may apply to have (f ) a third party to a transaction with an debentures (or interests in them) admitted unlimited company need not enquire to trading on any market. as to whether an action is permitted by the company’s objects; Maintenance of Capital/Distributions/ (g) an unlimited company may alter its Financial Assistance memorandum of association by special The distribution rules in the Act are resolution; and disapplied with respect to an unlimited company. This represents a significant (h) minority shareholders holding more change to, and removes what many than 15% in nominal value of the commentators regarded as an anomaly in, unlimited company’s share capital the previous law. (or members or holders of debentures above equivalent thresholds) can in The Act provides that a reserve arising from certain circumstances apply to the a reduction of capital of a ULC or a PUC is court to cancel an alteration. The to be treated as a realised profit. Former application must be brought within UK technical guidance on accounting 21 days from the date of the relevant treatment of profits, which is still relied special resolution. upon in Ireland, appears to limit the circumstances in which a credit to reserves Number of Shareholders/Share Capital of an unlimited company (as distinct An unlimited company is permitted to be from a limited company) may be treated a single-member company. The previous as a realised profit. Under these rules, the requirement for a minimum number of nature of the consideration from which the members, being two in the case of a ULC credit is derived will determine whether the and seven in the case of a PUC or PULC, has resulting reserve is regarded as a realised or been removed. This ability to have a single- unrealised profit. member unlimited company means that it The Act also confirms the previously is possible to dispense with arrangements understood position that common law rules whereby one or more shares are held by with respect to the making of distributions other group companies as nominees for out of a company’s assets did not apply to an the principal shareholder. unlimited company. The Act provides that a ULC or PUC can, by The rules concerning the prohibition on special resolution, vary or reduce its share giving of financial assistance for acquisition capital in any way save to the extent that of shares continue to apply with respect its constitution otherwise provides. 3 | companies act 2014 · the unlimited company Companies Act 2014 to an unlimited company. The common Preparation of Financial Statements law insolvency rules will also continue to The Unlimited The provisions of Part 6 of the Act which apply. deal with preparation and formatting of Company financial statements apply to all unlimited Reorganisations, Mergers, Divisions etc (continued) companies. This represents a change The provisions of the Act which facilitate to the previous law. These provisions reorganisations, mergers and divisions of include: companies apply to an unlimited company in the same way as to an LTD. However, • the obligation on every "relevant 1 in the case of a merger, one of the merging company" to establish an audit companies, and, in the case of a division, committee; one of the companies involved in the • the obligation on the directors of certain division, must be an LTD. companies2 to prepare a directors' compliance statement; and Dispensing with Annual General Meetings (“AGMs”) • the requirement on every director of a Unless it is a single-member company, company the financial statements of an unlimited company, like a DAC, may which are being audited to confirm that not dispense with the holding of AGMs all relevant audit information has been (insofar as an unlimited company can provided to the auditors. have a single member and, as such, can dispense with the holding of an AGM, this Audit Exemption represents a change to the previous law). A ULC, but not a PUC or a PULC, can avail of the audit exemption provisions Written Resolutions contained in the Act. This represents a Like a DAC, the provisions of the Act, change from the previous law under which which entitle members to pass unanimous audit exemptions applied to a (private) resolutions in writing, can be disapplied limited company only.
Load more

Recommended publications
  • CHAPTER# 1 Define Joint Stock Company?
    CHAPTER# 1 Define Joint Stock Company? It may be defined as an artificial person recognized by laws, with a distinctive name, a common seal, a common capital comprising transferable shares carrying limited liability and having a perpetual succession. Define Separate Legal Entity? A joint stock company is the creation of law. It has a separate legal entity of its own which is recognized by law as distinctive from persons forming it. It can sue or be sued in its name. It can own and transfer the title to property. Explain Perpetual Existence? A joint stock company has long life compared to other forms of business organizations. When company is formed and commence business, it has then a continuous life. The shareholders can come or go. It can be wound up through compliance with the provisions of companies ordinance 1984. Define Common Seal? Joint Stock company is an artificial person created by law, it therefore cannot sign documents for itself. The common seal with the name of the company engraved on it is, therefore used as a substitute for its signature. What is Company Limited by Shares? This is the principal from of company which is registered with the registrar of joint stock company under the companies ordinance 1984. Its capital is divided into number of shares. The shares can be freely transferred and sold. The liability of members is limited to the amount if any, unpaid on the shares held by them. Define Private Limited Company? It can be formed (a) at least by two persons and its total membership cannot exceed 50 (b) the company by its articles also restricts the right to transfer it shares (c) it also prohibits any invitation to the public for investment.
    [Show full text]
  • TD 2019 Annual Report Principal Subsidiaries
    The following is a list of the directly or indirectly held significant subsidiaries. Significant Subsidiaries1 (millions of Canadian dollars) As at October 31, 2019 Address of Head Carrying value of shares North America or Principal Office2 Description owned by the Bank3 Greystone Capital Management Inc. Regina, Saskatchewan Holding Company $ 714 Greystone Managed Investments Inc. Regina, Saskatchewan Securities Dealer GMI Serving Inc. Regina, Saskatchewan Mortgage Servicing Entity Meloche Monnex Inc. Montreal, Québec Holding Company 1,595 Security National Insurance Company Montreal, Québec Insurance Company Primmum Insurance Company Toronto, Ontario Insurance Company TD Direct Insurance Inc. Toronto, Ontario Insurance Company TD General Insurance Company Toronto, Ontario Insurance Company TD Home and Auto Insurance Company Toronto, Ontario Insurance Company TD Asset Management Inc. Toronto, Ontario Investment Counselling and Portfolio Management 365 TD Waterhouse Private Investment Counsel Inc. Toronto, Ontario Investment Counselling and Portfolio Management TD Auto Finance (Canada) Inc. Toronto, Ontario Automotive Finance Entity 2,619 TD Auto Finance Services Inc. Toronto, Ontario Automotive Finance Entity 1,370 TD Group US Holdings LLC Wilmington, Delaware Holding Company 67,117 Toronto Dominion Holdings (U.S.A.), Inc. New York, New York Holding Company TD Prime Services LLC New York, New York Securities Dealer TD Securities (USA) LLC New York, New York Securities Dealer Toronto Dominion (Texas) LLC New York, New York Financial Services Entity Toronto Dominion (New York) LLC New York, New York Financial Services Entity Toronto Dominion Capital (U.S.A.), Inc. New York, New York Small Business Investment Company Toronto Dominion Investments, Inc. New York, New York Merchant Banking and Investments TD Bank US Holding Company Cherry Hill, New Jersey Holding Company Epoch Investment Partners, Inc.
    [Show full text]
  • Limited Liability (S 9, 112) Limited by Shares (Public Or Proprietary)
    TOPIC 1: INTRODUCTION – Types of Companies ‘Companies’ formed by registration under the Corporations Act as either public or proprietary companies; s 9 A company is EITHER a proprietary or a public company Proprietary (Pty Ltd) Public (Ltd) Shareholders Minimum 1 shareholder Minimum 1 shareholder s 45A(1); s 113 Maximum 50 non-employee No maximum shareholder Members Minimum 1 member Minimum 1 member s 114 No maximum Directors Minimum 1 director (resident) Minimum 3 directors (2 resident) + s 201A 1 company secretary Finance Cannot obtain funds from the public Can obtain funds from public s 45A(1); s 113 (w/disclosure document) Listing Cannot be listed Can be listed or unlisted s 45A(1); s 113 BUT not all public companies can be listed on the stock exchange (ASX) Type Limited by shares Limited by shares s 45A(1); s 112 Unlimited with share capital Limited by Guarantee Unlimited with share capital No Liability Company Registration ASIC Unlisted – ASIC, APRA Listed – ASIC, ASX, APRA • A public company, which adopts a constitution MUST lodge a copy with ASIC together with a copy of any special resolutions altering its provisions (ss 117(3), 136(5)). It is then publicly available. • A proprietary company, which adopts a constitution, need not lodge with ASIC but must send a copy to a member of the company upon request (s 139) Liability Limited Liability Unlimited Liability (s 9, 112) (s 9, 112) Limited by Shares Unlimited Limited by Guarantee No Liability (Public or proprietary) (Public or proprietary) (Public Companies) (Only public mining e.g. commercial e.g.
    [Show full text]
  • Corporate Governance of Non-Listed Companies in Emerging Markets
    Corporate Governance of Non-Listed Companies in Emerging Markets While the corporate governance debate has mostly focused on listed companies with dispersed shareholdings, issues such as financial transparency, the role of access to outside capital and conflict resolution are just as important for non-listed and family controlled companies which play a major role in many economies. Participants in OECD’s global corporate governance dialogue have started to address the different aspects of corporate governance in these companies. This publication provides policy makers, board members, managers, equity providers, creditors and other stakeholders an overview of the issues to be addressed in establishing good corporate governance of non-listed companies. Corporate Contributors to this publication are policy makers, regulators and practitioners, Governance mostly from emerging markets and developing countries including Brazil, China, India, Lebanon and Mexico. Drawing on their varied experiences, the contributors address key corporate governance issues such as the role of of Non-Listed professional managers, the implications of specific control and ownership structures; the unique characteristics of corporate governance of non-listed Companies companies, the adequate transparency requirements in non-listed companies, and how policy makers should inform themselves in order to facilitate better Markets Emerging in Companies Non-Listed of Governance Corporate in Emerging corporate governance and business performance in non-listed companies. Markets
    [Show full text]
  • Jersey Companies Law: a Guide
    GUIDE Jersey companies law: A guide Last reviewed: January 2017 Contents Formation 2 Types of Company 2 Company name 3 Public and private companies 3 Subsidiary and holding companies 3 Corporate capacity 3 Pre-incorporation transactions 3 Prospectuses 3 Shareholders 4 Shares and share capital 4 Administration 5 Directors and secretary 5 Meetings 6 Special resolutions 6 Accounts and audit 6 Distributions 7 Takeover offers 7 Compromises and arrangements 7 Mergers 7 Investigations 7 Unfair prejudice 8 Winding up of companies 8 Striking off 8 Jersey taxation 8 Contacts 9 [Document Reference] BVI | CAYMAN ISLANDS | GUERNSEY | HONG KONG | JERSEY | LONDON mourant.com The Companies (Jersey) Law 1991 (the Companies Law) came into effect on 30 March 1992 and replaced the Loi (1861) sur les Sociétés avec Responsabilité Limitée and the Companies (Supplementary Provisions) (Jersey) Law 1968 (the old Laws). This guide outlines the principal features of the Companies Law. Formation In order to form a Jersey company, it is necessary to obtain a consent under the Control of Borrowing (Jersey) Order 1958 (COBO Consent) from the Jersey Financial Services Commission (JFSC), which will require certain information on a confidential basis regarding the proposed company, its activities and beneficial ownership and control, including: • the full names, residential addresses and occupations of the beneficial owners and controllers of the company; and • confirmation that the beneficial owners have never been bankrupt or associated with a bankrupt company. The constitutional documents (Memorandum and Articles of Association) must be prepared and submitted to the Jersey authorities. Although we have standard forms of these documents, they can also be tailored to suit specific requirements.
    [Show full text]
  • (2) Business Structures.Pdf
    CA BUSINESS SCHOOL EXECUTIVE DIPLOMA IN BUSINESS AND ACCOUNTING SEMESTER 1: Preparation of Financial Statements Business Structures M B G Wimalarathna (ACA, ACMA, ACIM, SAT, ACPM)(MBA–PIM/USJ) Introduction As we discussed in chapter 01, every entity must identify & record business transactions for the given period and importantly such transaction (which are identified and recorded) should belongs to the given entity. An entity refers collection (pool) of interrelated group of people acting towards achieving common goal(s) and will be either one of the following; Sole Trader Partnership Company Non-profit motive organization Trust Period should be either a calendar year or an assessment year for local company. Sole Trader/Sole Proprietorship A Sole trader is a business owned by a person/an individual and control/manage by himself. Key features: Owner & controller is a same individual. Not a legal entity. Formation is not complex. Need to obtain BRN & TIN. For tax purpose, entity’s income is treated as individual’s income (owner) Advantages Disadvantages - Easy & inexpensive to form. - Unlimited liability since not - Not govern under strict rules & treated as separate legal entity. regulations. - Limited skills & capabilities. - Total autonomy over business - Cease the business when owner decisions. experience incapability. - Enjoy entire benefits. - Bear entire loss and liabilities. - Not charge tax on business profit. Partnership A Partnership is an association of two or more persons or entities that carry on business as partners with the common motive of earning profit. (how partnership differs from JV) A partnership could be form verbally, impliedly or in writing. Most of the partnerships carry on business in line with the provisions made in Partnership Agreement.
    [Show full text]
  • An Introductory Guide to the Conversion of Your Existing Private Limited Company
    THE LAW FOR IRISH COMPANIES IS CHANGING! YOU WILL NEED TO ACT SOON An Introductory Guide to the Conversion of your existing Private Limited Company February 2015 1 M-19926455-8 Soon, the law governing Irish companies will be changing. This means you will have decisions to take, and choices to make, but we are here to help you make the decisions and choices that are best for your company, its directors and shareholders. The Companies Bill 2012 was signed into law on 23 December 2014 and is now the Companies Act 2014. When the new Act enters into force (currently expected to be on 1 June 2015), all existing Irish private limited companies will have to make a decision:- To convert to the new simplified type of private company – Company Limited by Shares ("CLS" or "LTD") or To convert to the new more traditional company type – Designated Activity Company ("DAC") or To convert to another company type. There is another option – to do nothing, but we do not recommend this for reasons which we explain below. The CLS A CLS (or "LTD", which is the term preferred by the Companies Registration Office) can have just one director and one shareholder. Its internal rules will be set out in one document, with no requirement to include an objects clause, since a CLS will have full and unlimited corporate capacity, and no requirement to have an authorised share capital. A CLS will also be able to dispense with holding a physical AGM, irrespective of the number of shareholders. It may however be desirable in certain cases to continue with two directors and to keep holding meetings having regard to requirements necessary to maintain residence for Irish tax purposes.
    [Show full text]
  • Commonly Used International Entity Types
    Commonly Used International Entity Types COUNTRY/REGION ENTITY STRUCTURE BASIC FORMATION REQUIREMENTS Minimum Registered Corporate Secretary Minimum # of Minimum # of Directors Legal Liability ASIA-PACIFIC Capital Address Shareholders/Partners Australia Public Company (Limited or Ltd.) AUD 0 Required One Unlimited Three. At least 2 must be Limited to the amount local residents subscribed for shares Private or Proprietary Company AUD 0 Required Not required 1-50 One. At least 1 must be Limited to the amount (Pty. Ltd. or Proprietary Limited) local resident subscribed for shares China Limited Liability Company CNY 0 Required Not required. But a 1-50 Board of directors or a Limited to the amount local representative single executive director subscribed for shares may be required. Company Limited by Shares CNY 0 Required Not required 2-200 Board of directors Limited to the amount required subscribed for shares Partnership CNY 0 Required Not required 2-50 Partner managed Not a separate legal entity from its parent Hong Kong Limited Private Company HKD 0 Required Required, must be local 1-50 Board of directors Limited to the amount resident or company required subscribed for shares India Private Limited Company (Pvt Ltd) INR 0 Required Required if initial 2-200 Two. At least 1 must be Limited to the amount capital investment local resident subscribed for shares exceeds INR100 million Limited Liability Partnership (LLP) INR 0 Required N/A Two. At least 1 must be Partner managed Limited to the amount local resident subscribed for shares Japan General Corporation (Kabushiki JPY 1 Required Not required Unlimited One Limited to the amount Kaisha) subscribed for shares Limited Liability Company (Godo- JPY 1 Required Not required Unlimited Managed by managing Limited to the amount Kaisha) members subscribed for shares Singapore Private Limited Company (Private $1 in any Required Required and must be 1-50 One.
    [Show full text]
  • GOVERNANCE ISSUES in PRIVATE COMPANIES Article
    ownerdirectorchallenge.com.au GOVERNANCEEmbargoed until 12.30pm, ISSUES Monday 17 September 2012. IN PRIVATE COMPANIES Article Embargoed until 12.30pm, Monday 17 September 2012. Discover what you know, and don’t know about being an owner director. Test yourself today at ownerdirectorchallenge.com.au ownerdirectorchallenge.com.au GOVERNANCE ISSUES IN PRIVATE COMPANIES Embargoed until 12.30pm, Monday 17 September 2012. THE ASX CORPORATE GOVERNANCE COUNCIL CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS ARE ONLY REQUIRED TO BE FOLLOWED BY LISTED COMPANIES (ON AN ‘IF NOT, WHY NOT’ BASIS FOR THE MOST PART). NEVERTHELESS, THEY SET OUT GOVERNANCE PRACTICES AND ISSUES WHICH CAN BE VERY HELPFUL TO PRIVATE COMPANIES AND SERVE AS A BENCHMARK FOR GOOD GOVERNANCE. THE IMPORTANCE OF GOOD GOVERNANCE IS JUST AS GREAT FOR PRIVATE COMPANIES - IT IS JUST THE IMPLEMENTATION WHICH WILL USUALLY BE LESS COMPLEX. The basic precepts of good governance are fundamental to What is the Nature of Private Companies? all organisations – having a board charter, well defined roles A private company is a company that is registered and responsibilities for board members, appropriate financial as, or converts to, a proprietary company under knowledge, accountability and transparency to members, the Corporations Act 2001. Directors of proprietary shareholders and stakeholders. companies have legal duties and responsibilities A survey of the regulation of corporate governance in SMEs under the Corporations Act 2001. Under that Act, highlights a number of policy conclusions
    [Show full text]
  • A Brief Guide to Forming a Company
    A brief guide to forming a company 1. Incorporating a Company A Designated Activity Company (“DAC”): A Types of Company private company, a DAC’s activities are limited to its objects as set out in its memorandum of The most common forms of business organisations association and it must have at least two directors. operating in Ireland are: Suitable for joint ventures and special purposes A Limited Company vehicles or where there is a corporate governance requirement for a restriction on its activities. An Unlimited Company A Company Limited by Guarantee having a Share Investment Funds Capital (“DAC limited by guarantee”): A private Irish registered companies can be formed having company, whereby the shareholders have liability public or private status and with limited or unlimited under two headings; firstly, the amount, if any, that liability. is unpaid on the shares they hold, and secondly, the amount they have undertaken to contribute to Irish company law also provides for the use of the the assets of the company, in the event that it is Societas Europaea or “SE’s” which is a European wound up, being not less than €1. Its activities are public limited company. limited to its objects as set out in its memorandum Limited Companies of association and it must have at least two In a limited company, the liability of the shareholder directors. is limited to the amount(s) agreed to be paid on the A Company Limited by Guarantee not having issue of share(s) or the nominal value of the share, a Share Capital (“CLG”): A public company, whichever is greater and/or is limited to the amount whereby the shareholders’ liability is limited to guaranteed by the shareholder.
    [Show full text]
  • TELFA Country-By-Country Compendium Of
    Country by country guide 2 telfacountrybycountryguide Table of contents 1. Introduction ............................................................................................................................................. 4 2. Austria ....................................................................................................................................................... 7 3. Belgium ..................................................................................................................................................... 9 4. Cyprus ........................................................................................................................................................ 14 5. Czech Republic ......................................................................................................................................... 17 6. Denmark ................................................................................................................................................... 23 7. Estonia ....................................................................................................................................................... 26 8. France ......................................................................................................................................................... 30 9. Finland ....................................................................................................................................................... 34 10. Germany ...................................................................................................................................................
    [Show full text]
  • Choices of Business Organisation
    REVIST@ e – Mercatoria Volumen 3, Número 2. (2004) PARTNERSHIPS AND COMPANIES A COMPARATIVE APPROACH TO UK BUSINESS ORGANISATIONS∗ By David Ricardo Sotomonte Mujica∗∗ INTRODUCTION This paper does not pretend to cover all the different aspects of partnerships and companies as forms of organising business, but to be a guide for the reader in his approach to the two most spread and important types of business associations provided by law for today’s businessman. Therefore, the essay is divided in two basic parts: the first one is dedicated to an independent and separate analysis of partnerships and companies within the UK; and the second one, which is a comparison between both business associations. PARTNERSHIPS & COMPANIES, THE BRITISH TREATMENT. The first step in order to achieve a logical and complete comparison between partnerships and companies from UK’s Law point of view is to understand the main characteristics of both figures and the different subtypes within them. Consequently, this section starts with the essential aspects of every type of partnerships and companies, and finalises with the comparative examination. A. Essential Characteristics i. Companies. As in many other jurisdictions, UK’s Company Law does not define clearly what a company is but describes its formation1 and the different types of companies that may exist. The process or mechanism by which companies are created or formed is called incorporation. As a result of incorporation, the company acquires separate personality becoming an independent legal person distinct from its members and/or directors (this is one of the essential characteristics of companies and is discussed further on this paper).
    [Show full text]