Checklist for Incorporation of Company
Total Page:16
File Type:pdf, Size:1020Kb
Load more
Recommended publications
-
Nominating and Corporate Governance Committee Charter
HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS AMENDED EFFECTIVE: 18 FEBRUARY 2021 PURPOSE AND POLICY The primary purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Horizon Therapeutics Public Limited Company, an Irish public limited company (the “Company”), shall be to oversee all aspects of the Company’s corporate governance functions on behalf of the Board, including to (i) make recommendations to the Board regarding corporate governance issues; (ii) identify, review and evaluate candidates to serve as directors of the Company consistent with criteria approved by the Board and review and evaluate incumbent directors; (iii) serve as a focal point for communication between such candidates, non-committee directors and the Company’s management; (iv) nominate candidates to serve as directors; and (v) make other recommendations to the Board regarding affairs relating to the directors of the Company. The Committee shall also provide oversight assistance in connection with the Company’s legal, regulatory and ethical compliance programs, policies and procedures as established by management and the Board. The operation of the Committee and this Nominating and Corporate Governance Charter shall be subject to the constitution of the Company as in effect from time to time and the Irish Companies Act 2014, as amended by the Irish Companies (Amendment) Act 2017, the Irish Companies (Accounting) Act 2017 and as may be subsequently amended, updated or replaced from time to time (the “Companies Act”). COMPOSITION The Committee shall consist of at least two members of the Board. -
Company Formation Information
Company Formation Information THE UK COMPANY What our Clients say ADVANTAGES OF ADVANTAGES OF USING “Just to confirm receipt of the pack in INCORPORATION YORK PLACE the above and to thank you for your prompt and efficient service; a service Limited liability for members Experts in company formation with which I would have no hesitation in (shareholders) many years experience, and managed using again or recommending.” by Chartered Secretaries Perpetual succession as companies “I can’t thank you enough for all that carry on even though directors/ Articles of association settled you do!” members leave by leading lawyers and guaranteed to be compliant with the “Thanks, that’s excellent news! You The company name is unique and Companies Act 2006 should see the size of the smile on my therefore protected face! I’d been worried that name would State-of-the-art systems for get pulled out from underneath me There is a governing structure set out fast electronic incorporation with somehow, so having it all confirmed in the Articles of Association most companies incorporated in really is very, very good news!” 1–2 days with a guaranteed Share capital can be created with sameday option available “Thank you for your help, your expert varying rights to facilitate investment advice, and for the speed of service. You Multiple share class companies have helped make something that was It is possible to create a floating incorporated electronically proving more complicated than I’d have charge over the company assets liked into something really quite simple. Readymade companies are available Registered UK company costs are Thanks again.” amongst the lowest in the world and A range of products to suit all “All credit to you guys for not charging no audit required if turnover is below requirements and budgets minimum limit for the extra work you did on this. -
Ownership and Control of Private Firms
WJEC BUSINESS STUDIES A LEVEL 2008 Spec. Issue 2 2012 Page 1 RESOURCES. Ownership and Control of Private Firms. Introduction Sole traders are the most popular of business Business managers as a businesses steadily legal forms, owned and often run by a single in- grows in size, are in the main able to cope, dividual they are found on every street corner learn and develop new skills. Change is grad- in the country. A quick examination of a busi- ual, there are few major shocks. Unfortu- ness directory such as yellow pages, will show nately business growth is unlikely to be a that there are thousands in every town or city. steady process, with regular growth of say There are both advantages and disadvantages 5% a year. Instead business growth often oc- to operating as a sole trader, and these are: curs as rapid bursts, followed by a period of steady growth, then followed again by a rapid Advantages. burst in growth.. Easy to set up – it is just a matter of in- The change in legal form of business often forming the Inland Revenue that an individ- mirrors this growth pattern. The move from ual is self employed and registering for sole trader to partnership involves injections class 2 national insurance contributions of further capital, move into new markets or within three months of starting in business. market niches. The switch from partnership Low cost – no legal formalities mean there to private limited company expands the num- is little administrative costs to setting up ber of manager / owners, moves and rear- as a sole trader. -
Company Formation in Argentina
COMPANY FORMATION IN ARGENTINA MAIN FORMS OF COMPANY/BUSINESS IN ARGENTINA According to the law there are six types of companies that, at the moment of setting up a business in Argentina, can be established in the country: • Sociedad Anónima (SA), which is tantamount of the British private companies limited by shares. • Sociedad de Responsabilidad Limitada (SRL), is a private company limited by guarantee. It limits the liability of its members up to their capital contribution in the company. The equity is divided into equal stakes (can’t be called “shares”), each one of which represents a percentage of the company and that can’t be traded on the stock exchange. Their bylaws are regulated by law N° 19550[15] and the commercial partnership is limited to a maximum of 50 partners. • Sociedad en Comandita Simple (SCS), which are partnerships limited by guarantee. A limited partnership (LP) is a form of partnership similar to a general partnership, except that where a general partnership must have at least two general partners (GPs), a limited partnership must have at least one GP and at least one limited partner. • Sociedad en Comandita por Acciones (SCA), partnerships limited by shares. • Sociedad en Nombre Colectivo (SNC), in which all the members share risks and capitals on unlimited basis. • Sociedad de Capital e Industria (SCeI) • Sociedad del Estado (SE), is a legal entity that undertakes commercial activities on behalf of an owner government. • Sociedad de Garantía Recíproca (SGR) • Sociedad Cooperativa (SC), free associations of members with a common social, economic and cultural needs and aspirations through a jointly-owned and democratically-controlled enterprise (cooperative). -
Limited Liability Partnerships
inbrief Limited Liability Partnerships Inside Key features Incorporation and administration Members’ Agreements Taxation inbrief Introduction Key features • any members’ agreement is a confidential Introduction document; and It first became possible to incorporate limited Originally conceived as a vehicle liability partnerships (“LLPs”) in the UK in 2001 • the accounting and filing requirements are for use by professional practices to after the Limited Liability Partnerships Act 2000 essentially the same as those for a company. obtain the benefit of limited liability came into force. LLPs have an interesting An LLP can be incorporated with two or more background. In the late 1990s some of the major while retaining the tax advantages of members. A company can be a member of an UK accountancy firms faced big negligence claims a partnership, LLPs have a far wider LLP. As noted, it is a distinct legal entity from its and were experiencing a difficult market for use as is evidenced by their increasing members and, accordingly, can contract and own professional indemnity insurance. Their lobbying property in its own right. In this respect, as in popularity as an alternative business of the Government led to the introduction of many others, an LLP is more akin to a company vehicle in a wide range of sectors. the Limited Liability Partnerships Act 2000 which than a partnership. The members of an LLP, like gave birth to the LLP as a new business vehicle in the shareholders of a company, have limited the UK. LLPs were originally seen as vehicles for liability. As he is an agent, when a member professional services partnerships as demonstrated contracts on behalf of the LLP, he binds the LLP as by the almost immediate conversion of the major a director would bind a company. -
Valuing Young Startups Is Unavoidably Difficult: Using (And Misusing) Deferred-Equity Instruments for Seed Investing
University of New Hampshire University of New Hampshire Scholars' Repository University of New Hampshire – Franklin Pierce Law Faculty Scholarship School of Law 6-25-2020 Valuing Young Startups is Unavoidably Difficult: Using (and Misusing) Deferred-Equity Instruments for Seed Investing John L. Orcutt University of New Hampshire Franklin Pierce School of Law, Concord, New Hampshire, [email protected] Follow this and additional works at: https://scholars.unh.edu/law_facpub Part of the Banking and Finance Law Commons, and the Commercial Law Commons Recommended Citation John L. Orcutt, Valuing Young Startups is Unavoidably Difficult: Using (and Misusing) Deferred-Equity Instruments for Seed Investing, 55 Tulsa L.Rev. 469 (2020). This Article is brought to you for free and open access by the University of New Hampshire – Franklin Pierce School of Law at University of New Hampshire Scholars' Repository. It has been accepted for inclusion in Law Faculty Scholarship by an authorized administrator of University of New Hampshire Scholars' Repository. For more information, please contact [email protected]. 42208-tul_55-3 Sheet No. 58 Side A 05/15/2020 10:30:18 ORCUTT J - FINAL FOR PUBLISHER (DO NOT DELETE) 5/14/2020 9:49 AM VALUING YOUNG STARTUPS IS UNAVOIDABLY DIFFICULT: USING (AND MISUSING) DEFERRED- EQUITY INSTRUMENTS FOR SEED INVESTING John L. Orcutt* I. ASTARTUP’S LIFE AND FUNDING CYCLES ............................................................... 474 II. VALUING YOUNG STARTUPS ................................................................................. -
AIG Guide to Key Features of Private Limited Companies
PrivateEdge Key features and requirements of private limited companies It is crucial for businesses set up as private limited companies to comply with the requirements of the Companies Act 2006. This guidance note sets out the key legal requirements for private limited companies in the UK, discusses shareholders’ rights and duties, and the process for convening company meetings and the passing of resolutions 1 What is a private limited company? 1.1 A private limited company is the most common form of trading vehicle for companies in the UK. 1.2 The key features and requirements of a private limited company are that: – It will have a separate legal personality from its owners (shareholders). – Responsibility for the management of a company generally falls to its directors; – The liability of each shareholder for the company's debt and other liabilities is generally limited to the amount which remains unpaid on that shareholder's shares; • It must have an issued share capital comprising at least one share. Each issued share must have a fixed nominal value. The ways in which a company can alter its share capital is strictly controlled by the Companies Act 2006 (“CA 2006”). There are also strict statutory controls on a company's ability to make returns of value (dividends) to its shareholders; • It must have at least one director. A private limited company is not required to have a company secretary, although it may choose to do so; and • The nominal value of a private limited company does not have to exceed a specified amount. It is common practice for a private company to be incorporated with a share capital made up of just one £1 share. -
VC Glossary Index VC Glossary .⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄..⁄..3
VC Glossary Index VC Glossary .⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄..⁄..3 Basic Processes ..⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄..⁄⁄.4 Business Actors ..⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄5 Documents and Statements ⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄.7 Funding Subcategories ⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄..8 Indicators and Criteria ⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄..10 Investor Types ⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄..⁄⁄⁄⁄.11 References⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄.⁄⁄.14 Credits⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄⁄.⁄.17 VC Glossary The world of Venture Capital is often overwhelming at first sight, even more so when you do not have the primary knowledge. This guide will help you understand the basic context to start getting into this subject. In addition, there will be occasional videos that we believe will help you gain a greater understanding of the concepts listed. 3 Basic Processes First, for a company to raise capital, foundation rounds are necessary. The basic ones that need to be taken into account for these processes are the following. Acquisition: When one company purchases most or all of another company's shares to gain control of that company. Funding Anytime a company raises money from one or more Round: investors. TheyÊre given a letter, such as A Round, B Round, C Round, etc. because each round follows another. The letter identifies which number of rounds theyÊre on. A. Early-Stage Funds: These funds are generally from $2 million to $15 million in size and invest in seed stage and Series A companies but occasionally lead a Series B round. They are also referred to as Seed Rounds, as they help lay the foundation for a company. B. Mid-Stage Funds: These funds usually range from $30 million to $60 million. They generally invest in Series B and later rounds. C. Late-Stage Funds: Take place when the company is successful and self-lowered. -
UF Innovate Startup Primer
STARTUP PRIMER UF Innovate | Tech Licensing University of Florida 2018 UF Innovate | Tech Licensing Located in UF Innovate | The Hub, Suite 108 747 SW 2nd Avenue, Gainesville, FL 32601 t: (352) 392-8929 f: (352) 392-6600 http://innovate.research.ufl.edu/tech-licensing/ This guide is a publication of the UF Innovate | Tech Licensing based on a similar handbook prepared by the MIT Technology Licensing Office in 2010. It has been updated and modified to reflect policies and procedures at UF Innovate. The image on the cover is credited Sharon Pittaway on Unsplash. ©2018 UF Innovate. All rights reserved. Contents OVERVIEW ............................................................................................................... 3 TECH TRANSFER AT A GLANCE FOR STARTUPS ....................................................... 4 HOW TO LAUNCH A STARTUP ................................................................................. 5 THE UF INNOVATION ECOSYSTEM .......................................................................... 6 UF INNOVATE | TECH LICENSING........................................................................ 6 UF INNOVATE | SID MARTIN BIOTECH ............................................................... 7 UF INNOVATE | THE HUB .................................................................................... 8 UF INNOVATE | VENTURES ................................................................................. 9 COLLABORATORY FOR WOMEN INNOVATORS .................................................. 9 TECHNOLOGY -
2015 Spring Conference Agenda
2015 Spring Conference Agenda Friday, March 6 – Business Attire 4:00 – 5:00pm Registration……………………………………………..…………..Conference Center, Stoney Creek Inn The theme of the conference is entrepreneuHER: a celebration of the 10th anniversary of a pioneering group of women founding our organization and the importance of an entrepreneurial spirit to being a leader in our personal and professional lives. Check-in and gather your materials for the weekend. Network and catch up with fellow Griffith’s members and meet your mentor/mentee to get the weekend started. Members may have headshots taken during this time. 5:00 – 6:00pm Welcome and Opening Session ………………...………….…..…………………..Salon C, Stoney Creek Inn Welcome Margy Eckelkamp, Griffiths Chair Opening Session: What If You Startup You? Matt Murrie, Social Entrepreneur and edupreneur, Executive Director and Chief Curiosity Curator for What If…? 360 Matt will deliver a session on the entrepreneurial perspective, helping set the tone for the conference: “One of the greatest things I’ve learned we can do to live fuller lives is to think and live like entrepreneurs. Entrepreneurship isn’t about opening a business; it’s about adopting a perspective. The entrepreneur’s perspective is unique because it’s a process. This process is one that is laser-focused on solving problems. Successful entrepreneurs solve those problems by using skills like empathy, creativity, curiosity, lifelong learning, communication and collaboration. By embracing this entrepreneurial perspective and applying it to your life, it helps you close the gap between who you are and who you want to be. It’s not always easy or pretty, but the entrepreneurial journey is one that blazes paths of opportunity for more doing, less wondering, and a life full of purpose.” 6:00 – 7:00pm 10 for 10 …………………………………………………………………..Salon C, Stoney Creek Inn We’ve invited 10 remarkable women to help us celebrate 10 years. -
SWEDEN Company Formation Fact Sheet
DISCLAIMER: The contents of this text do not constitute legal advice and are not meant to be complete or exhaustive. Although Warwick Legal Network tries to ensure the information is accurate and up-to-date, all users should seek legal advice before taking or refraining from taking any action. Neither Warwick Legal Network nor its members are liable or accept liability for any loss which may arise from possible errors in the text or from the reliance on information contained in this text. Company formation Fact Sheet – Sweden (per November 2012) Types of company The main form of company with limited liability is; Limited company (sw: Aktiebolag). The limited company may be private or public. There are other forms of business enterprises, such as Trading Partnership (sw: handelsbolag), Limited partnership (sw: kommanditoblag) and Economic Association (sw: ekonomisk förening), but only the Limited Company will be described in this text. Formation Memorandum of association including, among others, requirements - the articles of association, and - certain info regarding the members of the board of directors (one of the first tasks for the board is to prepare the share register), and (if applicable) auditor, deputy members etcetera. Bank certificate, containing information on the amount paid for the shares (special rules apply for certain situations, e.g. if payment of the share capital is made by contribution in kind); and Application for registration Shareholders and The share capital must be, capital minimum 50.000 Swedish kronor for private limited companies, and minimum 500.000 Swedish kronor for public limited companies. Duration of procedure Usually about 2 weeks (from the arrival of the application, at the Swedish Companies Registration Office). -
The Anatomy of an Entrepreneur: Family Background and Motivation 1 Table of Contents
The Anatomy of an Entrepreneur Family Background and Motivation Authors: Vivek Wadhwa Raj Aggarwal Krisztina “Z” Holly Alex Salkever July 2009 AUTHORS Vivek Wadhwa Associate Director, Center for Entrepreneurship and Research Commercialization at Duke University and Senior Research Associate, Harvard Law School Raj Aggarwal Dean and Sullivan Professor College of Business Administration, The University of Akron Krisztina “Z” Holly Executive Director, USC Stevens Institute for Innovation Vice Provost for Innovation, University of Southern California Alex Salkever Visiting Researcher Masters of Engineering Management Program Pratt School of Engineering, Duke University Special Thanks: Robert Litan, E.J. Reedy, Bo Fishback Student Researchers: Moline Prak, Francisco Regalado, Neeti Agarwal, Savithri Arulanandasamy, Tahsin Hashem, Swetha Kolluri, Ayoola Lapite, Jeffery Lee, Lynn Lee, Vinay Lekharaju, Aibek Nurkadyr, Rachel Prabhakaran, Keertana Ravindran, Arjun Reddy, Anisha Sequeira, Karna Vishwas ©2009 by the Ewing Marion Kauffman Foundation. All rights reserved. The Anatomy of an Entrepreneur Family Background and Motivation July 2009 The Anatomy of an Entrepreneur: Family Background and Motivation 1 Table of Contents Introduction and Findings......................................................................................................................................4 Company founders tend to be middle-aged and well-educated, and did better in high school than in college..........................................................................................5