亚当斯商法第7版英文PPT CHAPTER 21

The company constitution: the articles of association: s 17
• Before the CA 2006, both the memorandum of association and the articles of association contained different aspects of the company’s constitution
CHAPTER 21
Forming a registered company
Learning Objectives
➢ Describe the process by which a company is registered ➢ Define the functions of the memorandum and the articles of association ➢ Explain how a company’s objects are determined ➢ Understand the rules governing a company’s capacity to contract
Forming the company The memorandum of association: s 8
• The pபைடு நூலகம்rpose of the memorandum is to state the intention of the subscribers to form the company and to become members of it
Contents of the articles
• Rules governing internal conduct of the company’s business
• The CA 2006 makes the memorandum much simpler and shorter than before
The registration process: ss 9–13
• The following documents must be delivered to the Companies Registry with the appropriate fee:
• The promoters’ role varies, but it always involves the formalities of registration
Promoters’ liability for preincorporation contracts
• Section 51 of the CA 2006 makes promoters personally liable for all contracts entered into before the company has completed the registration process, even if made in the name of the future company
1. the contract may stipulate that the liability of the promoter will cease once the company has been registered and has entered into a contract on the same terms;
• Under the CA 2006, the constitution is comprised only by the articles and any special resolutions amending them (s 17)
• Section 19 enables the Secretary of State to prescribe draft model articles by regulation
Promoting the company
• The promoters of the company are the people who actually set it up ,who may employ a solicitor, accountant or other professional providing services to assist the process
• Section 51 of the CA 2006 allows a promoter to avoid personal liability by express agreement with the other party to the contract. Such agreements fall into two kinds:
2. a gentleman’s agreement: the promoter may enjoy complete immunity if the other party agrees to enter into a gentleman’s agreement from which the intention to form a legally binding relationship is excluded
1. the memorandum of association 2. the application for registration
The effect of registration: ss 14–16
• The registrar will register the company and issue the certificate of incorporation provided that the legal formalities have been complied with and the company is intended to pursue a legal object