Summary BLP Mock Revision Notes-BPP University College

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PRIVATE COMPANY PUBLIC COMPANY Name Must end in Limited or Ltd (s.59(1)) Must end in Public Limited Company or PLC (s.58(1)) Min. shareholders 1 shareholder (s.7(1) and s.8(1)) 1 shareholder (... s.7(1) and s.8(1)) Min. directors 1 director (s.154(1)) 2 directors (s.154(2)) Min. secretary No secretary required (s.270(1)) Secretary required (s.271) Certificates required prior to commencement of trading Certificate of Incorporation issued by Companies House (s.15(4)). Can commence trading as soon as incorporated. Certificate of Incorporation issued by Companies House (s.15(4)). ALSO – needs a trading certificate issued by Companies House showing that the company’s allotted share capital is not less than the minimum (s.761(1)(2)). Min. share capital Only one share (s.8(1)(b)) Min. of £50,000 (or the euro equivalent) (s.763(1)(a)). Can shares been offered to the public? NO (S.755(1)). Permitted by the Companies Act 2006 (FSMA imposes restrictions). Method of payment and minimum amount payable No specified method of payment (s.582(1)(2)). Shares can be issued without need for immediate payment. Payment in cash only. Non-cash consideration (e.g. giving Property for shares) must be valued by an fMoOr DshEaLrAeRTICLES company can adop (MA): The Model Articles are a t on incorporation. They will not us seint doefperned-dernatftaeuddAitrotric(lse.s59th3a(1t )a). ually cover everything that a LEGALITIES OF B OARD Who can call a board meeting? What notice needs to be given? Quorum (number of directors that are required to be present at a board meeting): How are decisions decided? MA 9(1): Any director. Reasonable notice of the board meeting must be given (CASE: Browne v La Trinidad). MA 11(2): May be fixed from time to time but must never be less than two, and unless otherwise fixed, is two. MA 7(1): Board resolutions are passed on by a simple majority (more than 50% of directors in favour) at a board meeting SCHhAaRirEmHaOnL:DERS AND THEThIRe chairman will have a casting vote in the event of a deadlock (unless the articles have been amended). An abstaining Wdihreact tiosra: shareholder? Quorum (number of shareholders that are required to be present at a shareholder meeting): Where a director abstains from voting, he/she does not Acosuhnatrethowoladredrsotwhnesntuhmebceormvpoatinnyg(ownhtehreaat sistshuee.directors ........................................continued [Show More]

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