501 Questions and Answers for Company Directors and Company Secretaries (501 Questions & Answers S.)

322 Pages·2005·0.78 MB·English

by  Roger Mason

for COMPANY
DIRECTORS
and COMPANY
SECRETARIES
ROGER MASON
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501 questions and answers
for company directors
and company secretaries
Roger Mason
Thorogood Publishing Ltd
10-12 Rivington Street
London EC2A 3DU
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Email: [email protected]
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© Roger Mason 2005
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The author
Roger Mason
Roger Mason is a highly experienced company director and company secre-
tary. His early career was with Midland Bank and the Ford Motor Company
before becoming finance director of ITC Entertainment Ltd. He was, for
14 years, company secretary and finance director of a leading British greet-
ings card company. He lectures on finance and business matters and has
written a number of books, including the best selling Company Secretaries
Desktop Guide, Credit Controllers Desktop Guideand The Complete Guide
to Debt Recovery.
Roger Mason presents seminars on the Essential Duties of a Company
Director and the Essential Duties of a Company Secretary. Details can be
obtained from:
UK Training (Worldwide) Ltd
4/5 The Mayflower
Liverpool Road
Formby
L37 6BU
Tel: [phone]
Website: www.uktrainingworldwide.com
iii
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Contents
Introduction 1
What is the purpose of the book? 3
Important note concerning terms 5
one
Company fundamentals 1-36 7
Basic questions 9
1 What is a company? 9
2 What are the different types of company? 10
3 What are the differences between public companies
and private companies? 10
4 Are there any more differences between public companies
and private companies? 11
5 What are the minimum and maximum possible amounts for
a company’s share capital? 11
6 Can a company start trading (or operating) as soon as it
has been registered? 11
7 What exactly is meant when it is said that a company
has a separate legal personality? 12
8 Exactly what does limited liability mean? 12
9 Would you please give me some figures to show the
expansion in the number of registered companies? 12
10 What are the alternatives to a company? 13
v
Registration of companies 13
11 How is a company registered? 13
12 Is there a quick, cheap and easy way of getting
my own company? 14
13 Is it possible to change a company’s form of registration? 14
14 Can a company registered in England and Wales change
its place of registration to Scotland? 14
Companies limited by shares 15
15 What are the essential features of a company limited by shares? 15
Unlimited companies 15
16 What are the essential features of an unlimited company? 15
17 What sort of organisation might suit being an unlimited company? 16
18 Why would anyone in their right mind agree to be
a member of an unlimited company? 16
Companies limited by guarantee 16
19 What are the essential features of a company
limited by guarantee? 16
20 Are there minimum or maximum amounts for the
guarantees in a company limited by guarantee? 17
21 What sort of organisation might suit being a company
limited by guarantee? 17
Community interest companies 17
22 What is a community interest company? 17
23 Please tell me more about community interest companies? 17
24 What sort of companies might be community
interest companies? 18
vi 501 QUESTIONS FOR COMPANY DIRECTORS AND COMPANY SECRETARIES
CONTENTS
Shareholder agreements 19
25 Is it possible to have a shareholder agreement
separate from the articles? 19
26 What is the point of shareholder agreements? 19
27 What sort of things might be suitable for inclusion
in a shareholder agreement? 19
Company seal 20
28 What is the company seal? 20
29 Is it compulsory for a company to have a company seal? 20
30 What is a suitable form of words when the company
seal is not used? 21
31 What records should be kept of the use of the company seal? 21
32 Are the articles relevant? 21
Officers of the company 22
33 Who is an officer of the company? 22
34 What are the consequences of being an officer
of the company? 22
35 Can all officers commit all the offences? 23
36 I am an officer of the company and it all sounds
rather worrying. How worried should I be? 23
two
Company constitution 37-92 25
MEMORANDUM OF ASSOCIATION
Basic questions 27
37 Just what is the memorandum? 27
38 What are the requirements concerning the form and layout
of the memorandum? 27
39 What must be included in the memorandum of a company
limited by shares? 28
40 What must be included in the memorandum of a company
limited by guarantee? 28
vii
41 What are the consequences of stating that the
company is a public limited company? 29
42 Who has the right to see the memorandum? 29
Changes to the memorandum 30
43 May the memorandum be changed after incorporation
and, if so, how is it done? 30
44 May certain parts of the memorandum be entrenched
so that they cannot be altered? 30
45 Are there any provisions for a dissatisfied member to object
to a change in the memorandum that has been agreed by the
required resolution of the members? 31
Company name 31
46 What are the requirements that the company name
should correctly designate the type of company? 31
47 Are there any exceptions to the requirement for a private
company to include ‘Limited’ or ‘Ltd’ in its name? 32
48 What stops a company having a name that is the same as,
or similar to, the name of another company? 33
49 Are there any other limitations on the choice of name? 33
50 Can a company be ordered to change its name? 33
51 Are there any other circumstances in which a company
may be ordered to change its name? 34
52 Can I ask the Registrar of Companies to order a company
to change its name? 34
53 How can I easily check all the requirements concerning
company names? 34
Place of registration and the registered office 35
54 What are the options for the location of the registered office? 35
55 What are the consequences of the location of the
registered office? 35
56 Are there any more consequences of the location
of the registered office? 36
57 Can a PO Box Number be used as the registered office? 36
viii 501 QUESTIONS FOR COMPANY DIRECTORS AND COMPANY SECRETARIES