UNIT 9 TOLES FOUNDATION

THE LANGUAGE OF COMPANY LAW

EQUIPO DE TRABAJO EN INGLES JURIDICOE.T.I.J.

PEREZ DEL VISO/ MUÑOZ LUNASEMINARIO DE INGLES JURIDICO U.C.C.

SETIEMBRE 2016

CONTENTS OF THIS UNIT• Company structure (shareholders, directors,

auditor, creditor, debtor, secretary, etc).• Areas of Company Law. (Raising finance,

restructuring companies, director and shareholders´ agreements, merger and acquisition, Incorporating companies).

• Directors (Executive, non-executive and shadow director; appointment and removal; conflict of interest).

• Company meetings (board and co.meetings, annual general meeting and extraordinary general meeting. Minutes. Quorum. Proxy. Voting methods).

COMPANY MEETINGSVOCABULARY

Resolutions. (Pass a resolution; carry a resolution; the resolution is passed unanimously)Motions (a proposed resolution)

Ordinary resolutions (they need a simple majority of 50% of people who are voting to agree in order to pass them) Special resolutions (they need a majority of at least 75 % of people who are voting to agree in order to pass them).Written resolutions (in Private limited Co: Shareholders can make lots of decisions by using written resolutions) (saves time and money)

RULES: “Statutary rules”(Law) and rules from the Articles of Association **Send a notice of the meeting to the shareholders; ** Give the shareholders the correct number of days´notice.

COMPANY FINANCE• A company has ASSETS.• To expand the business, the company may

need to borrow money, to finance the expansion.

• The Co. applied for a loan from a Bank.• The bank agreed to lend the co. that money;

but the bank wanted a guarantee from the Company; it demanded a fixed charge over the Company´s assets, and the Company granted a mortgage to the bank over the factory.

CLOSING A COMPANY

• The Registrar of Companies House has the power to remove or strike off a company from the register of companies. The Co.is dissolved.

• The shareholders may wish to close the company; in that case shareholders have to liquidate the company.(formally close the co).TYPES OF LIQUIDATIONVoluntary liquidation: The sh.h. pass a resolution to wind up the company (liquidate or close the co.); the company has enough money to pay all debts.Compulsory liquidation: When the co. Cannot pay its debts; a creditor files a petition to a Court to wind-up the Co. The Court makes an order an appoints a liquidator and starts the process of liquidation.

SOURCES

• “The Lawyer´s English language Coursebook” by

• Catherine Mason. 2nd Edition.