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Straightforward Publishing - Andrew Pierce

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86 pages

English

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Extrait

Description

This latest book, and timely, in the Straightforward Guides Series, A Guide to Company Law, Revised Edition, is a clear and concise guide to all aspects of the law as it affects companies, and the formation of companies with changes in the law up to 2021 covered in depth. The book is intended for the layperson but can also be utilised by the professional or the student.

Sujets

Droit et juridique

Corporate law

Informations

Publié par	Straightforward Publishing
Date de parution	25 août 2021
Nombre de lectures	3
EAN13	9781802360394
Langue	English

Informations légales : prix de location à la page 0,0300€. Cette information est donnée uniquement à titre indicatif conformément à la législation en vigueur.

Extrait

A STRAIGHTFORWARD GUIDE TO COMPANY LAW
Andrew Pierce
Editor: Roger Sproston

Straightforward Publishing www.straightforwardco.co.uk
Straightforward Publishing
Straightforward Co Ltd 2021
All rights reserved. No part of this publication may be reproduced, in a retrieval system or transmitted by any means, electronic or mechanical, photocopying or otherwise, without the prior permission of the copyright holder.
British Library Cataloguing in Publication Data. A Catalogue record for this book is available from the British Library.
ISBN: 978-1-913776-37-4 ePUB ISBN: 978-1-802360-39-4 Kindle ISBN: 978-1-802360-30-1
Printed by 4edge www.4edge.co.uk
Cover Design by BW Studio Derby
Whilst every effort has been taken to ensure that the information contained in this book is correct at time of going to print, the publisher and author accept no responsibility for any errors or omissions contained within.
Introduction
Chapter 1
General Company Law Changes Post-BREXIT
Filing and disclosure changes for companies
Changes for registered overseas companies
Cross-border mergers
SEs and EEIGs
Benefits for certain UK companies only listed on an EEA market
Shareholder approval of political donations
Other amendments to the UK company law framework
Accounting requirements after BREXIT
Accounting requirements for UK incorporated companies
Operating as a UK company with EEA listing
Accounting requirements for EEA companies
EEA subsidiaries of UK-registered parent companies
Main points from Chapter 1
Chapter 2
The Structure of Businesses Generally
Partnerships
The relationships between partners
Partners and third parties
Limited Liability Partnerships
Formation of an LLP
Companies
Incorporation
Incorporation by Registration
Public companies and private companies
Company limited by guarantee
Community Interest Companies
Property management companies
The concept of the corporate personality
Group structures
Companies and crimes and negligence
The Corporate Manslaughter and Corporate Homicide Act 2007
Key points from Chapter Two
Chapter 3
The Constitution of a Company
Objects clauses and ultra vires
The position at common law
Statutory intervention
The rules governing company names
Change of name
The articles of association of a company
Bona Fide for the benefit of company as a whole
The constitution as a contract
The statutory contract
The contract between the company and its members
Member enforcing compliance of a term of the constitution
The contract between members themselves
The capacity of a company
The abolition of the requirement to include an objects clause
Alteration of the articles
Entrenched article provisions
Key points from chapter 3
Chapter 4
Company Finance
The role and definition of the promoter
Liability of a promoter
Remedies
Remuneration and expenses
Pre-incorporation contracts
Trading certificate
Rules relating to payment for shares
Small Business, Enterprise and Employment Act 2015: abolition of bearer shares
The key provisions
The supervision and control of investments
The conduct of investment business
The Securities market
Unlisted securities
Subsequent dealings
Criminal penalties and civil liability
Civil liability
The raising and maintenance of capital-statement of capital
Share classes
Dividends to shareholders
Changes made by the The Small Business, Enterprise and Employment Act 2015
Becoming a shareholder
Transfer and transmission of securities
Insider dealing
The Criminal Justice Act 1993 Part V
Borrowing money
Charges
Fixed and floating charges
Effects of non-registration
Key points from chapter 4
Chapter 5
Company Management-The Role of Directors
Definition of a director
Shadow directors
Appointment of directors
Diversity
The Board of directors
The duties of a director
The duty of care and skill
Fiduciary duties
Directors personal liability
Tort
Statute
Limiting liability of directors
The role of the company secretary
The role of company auditors
Auditors liabilities
The Small Business, Enterprise and Employment Act 2015
People with significant control (PSC) register
Protecting PSC information -
Filing PSC information
Confirmation statement - June 2016
Statement of capital - from June 2016
Accelerated strike-off - from 10 October 2015
Date of birth -from 10 October 2015
Consent to act as an officer -from 10 October 2015
Director disputes -from April 2016
Registered office address (ROA) disputes - from April 2016
Default addresses
Evidence of ROA
Company registers - from June 2016
Directors misconduct - from October 2015
Bearer Shares-from 26 May 2015
If a company has bearer shares
Consequences of not surrendering share warrants
Corporate directors
Key points from chapter 5
Chapter 6
Company Meetings and Shareholder Protection
Company meetings
Resolutions
Special resolution
Ordinary resolution
Elective resolution
Unanimous informal consent
Votes
Adjournment
Minutes
Majority rule in meetings
Protection of minorities
The statutory remedy
Key points from chapter 6.
Chapter 7
Company Takeover and Mergers
Buyout and sellout
Compulsory acquisition
Intervention by the court
Grounds for court intervention
Requisition by shareholders to buy shares
Self-regulation: The Panel on Takeovers and Mergers
Judicial review and the role of the court
Enforcement
The Code and Directors-Duties
Key points from chapter 7
Chapter 8
Companies in Trouble-The Corporate Insolvency and Governance Act 2020
Introduction
Short-term standalone moratorium
Eligibility
Obtaining a moratorium
Duration
Extension of the initial period by the directors
Extension of the period with creditor consent
Extension by the directors by application to court
Notice of a moratorium and any extensions or termination
End of the moratorium as a result of directors putting company into an insolvency process
Debts payable in the moratorium period and the concept of a payment holiday
Pre-moratorium debts
Moratorium debts.
Restrictions on creditors during the moratorium period
Borrowing, payment restrictions, granting security and asset disposals during a moratorium
The monitor
The role of directors during the moratorium
Temporary extension of period for public company to file accounts
Temporary extension of period for filing information at Companies House
Glossary of terms
Index
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Introduction
A Straightforward Guide to Company Law, updated to 2021 , is intended to cover all the main points of company law in a way which will be of use to the layperson and the professional, as well as the student.
Company law is very complex and the average person, particularly the person engaged in business, has only a vague idea of these complexities. The law tends to become even more complex in relation to public limited companies.
The book covers general company law, the nature of a company, company finance, company management, company meetings and the protection of shareholders, along with company takeovers and mergers and the liquidation of companies. It is therefore comprehensive in its approach.
New to this edition, in Chapter 1 we will cover the various changes to company law arising as a result of BREXIT. In addition, company law and the effects of the Pandemic and the corresponding Corporate Insolvency and Governance Act 2020 are discussed in Chapter 8 .
It is hoped that this brief introduction to company law will be of use to all who read it and that it sheds some light on the law and subsequent internal administration of a company, whether a private, limited, or public limited company.
****
Chapter 1
General Company Law Changes Post-Brexit

Filing and disclosure changes for companies
In brief, the UK s departure from the EU has created the need for various aspects of the Companies Act 2006 and Regulations made under that Act, as they relate to filing requirements and certain company processes, to be updated to reflect the UK s position outside of the EU. These changes will impact only a small number of companies. The changes were brought into effect on exit day via the Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (2019/348).
In the main, changes to filing requirements will only impact UK companies who appoint or who have appointed the services of an EEA corporate officer (director or secretary) and EEA registered companies which have registered a UK establishment. It also removes access to EU processes and systems so that after exit day UK companies can no longer use the EU cross-border merger regime (implemented in the UK through the Companies (Cross-Border Mergers) Regulations 2007).
Changes for registered overseas companies
EEA companies which have registered a UK establishment will need to provide additional information to Companies House and publish additional information on customer-facing material. The additional information required by Companies House is:
Information on the law under which the company is incorporated
The address of its principal place of business or registered office
The company s purpose (its objects )
The amount of share capital issued
Companies affected will have three months from exit day to provide Companies House with the additional information required. They will need to provide the additional information to Companies House by filling in and sending Companies House the relevant form. Updated forms will be available electronically from exit day.
Cross-border mergers
After exit day UK companies have no longer been able to make use of the EU cross-border merger regime, implemented into UK law through the Companies (Cross-Border Mergers) Regulations 2007. The Companies, Limited Liability Partnerships and