3. Registration

2021 ◽  
pp. 35-64
Author(s):  
Derek French
Keyword(s):  
Limited Liability ◽  
Public Disclosure ◽  
Public Companies ◽  
Registration Process ◽  
Registration Procedure ◽  
Registered Office ◽  
Private And Public ◽  
A Company ◽  
Corporate Personality

This chapter discusses the process of registration for the incorporation of companies under the Companies Act 2006. It considers the distinction between private and public companies, the meaning of limited liability and the significant characteristics of the company created by the registration procedure at Companies House, such as a company’s separate corporate personality (which is highly artificial), its members, shareholding, directors, secretary, name, constitution and its registered office and domicile. To deter misuse of companies, the registration process involves disclosing much information about a company which is then available for public inspection. This process of public disclosure continues throughout a company’s existence.

3. Registration

2019 ◽  
pp. 39-68
Author(s):  
Derek French
Keyword(s):  
Limited Liability ◽  
Public Companies ◽  
Registration Procedure ◽  
Registered Office ◽  
Private And Public ◽  
A Company ◽  
Corporate Personality

This chapter discusses the process of registration for the incorporation of companies under the Companies Act 2006. It considers the distinction between private and public companies, the meaning of limited liability and the significant characteristics of the company created by the registration procedure (separate corporate personality, members, shareholding, directors, secretary, name, constitution and a registered office and domicile). The chapter discusses re-registration as a means of altering a company.

2. Registration

2017 ◽  
Author(s):  
Derek French
Keyword(s):  
Limited Liability ◽  
Public Companies ◽  
Registration Procedure ◽  
Registered Office ◽  
Significant Case ◽  
Private And Public ◽  
A Company ◽  
Corporate Personality

This chapter discusses the process of registration for the incorporation of companies under the Companies Act 2006. It considers the different basic types of companies, the distinction between private and public companies, the meaning of limited liability and the significant characteristics of the company created by the registration procedure (separate corporate personality, members, shareholding, directors, secretary, name, constitution and a registered office and domicile). The chapter discusses re-registration as a means of altering a company. It looks at a particularly significant case: Ebrahimi v Westbourne Galleries Ltd [1973] AC 360.

3. Registration

2018 ◽  
Author(s):  
Derek French
Keyword(s):  
Limited Liability ◽  
Public Companies ◽  
Registration Procedure ◽  
Registered Office ◽  
Significant Case ◽  
Private And Public ◽  
A Company ◽  
Corporate Personality

This chapter discusses the process of registration for the incorporation of companies under the Companies Act 2006. It considers the distinction between private and public companies, the meaning of limited liability and the significant characteristics of the company created by the registration procedure (separate corporate personality, members, shareholding, directors, secretary, name, constitution and a registered office and domicile). The chapter discusses re-registration as a means of altering a company. It looks at a particularly significant case: Ebrahimi v Westbourne Galleries Ltd [1973] AC 360.

2. Registration

2016 ◽  
Author(s):  
Derek French ◽  
Stephen W. Mayson ◽  
Christopher L. Ryan
Keyword(s):  
Public Companies ◽  
Registration Procedure ◽  
Registered Office ◽  
Significant Case ◽  
Private And Public ◽  
A Company ◽  
Corporate Personality

This chapter discusses the process of registration for the incorporation of companies under the Companies Act 2006, as well as the benefits that become available to separate corporate personality and to members of a registered company. It also considers the different basic types of companies, the distinction between private and public companies, and the significant characteristics of the company created by the registration procedure (separate corporate personality, members, shareholding, directors, secretary, name, constitution, and a registered office and domicile). The chapter discusses re-registration as a means of altering a company. It looks at a particularly significant case: Ebrahimi v Westbourne Galleries Ltd [1973] AC 360.

2. Companies and Corporate Personality

2020 ◽  
pp. 4-32
Author(s):  
Imogen Moore
Keyword(s):  
Limited Liability ◽  
Legal Person ◽  
Public And Private ◽  
Questions And Answers ◽  
The Veil ◽  
Legal Forms ◽  
The Uk ◽  
A Company ◽  
Corporate Personality

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter considers the main legal forms used for businesses in the UK—particularly sole traders, general partnerships, limited liability partnerships (LLPs), and companies (public and private). It then examines how registered companies limited by shares come into existence. On registration a company becomes a legal person, separate from its shareholders and directors. This chapter explores this ‘corporate personality’ and the popular topic of when the ‘veil of incorporation’ can be lifted or pierced by statute or the courts.

2. Companies and Corporate Personality

2016 ◽  
Author(s):  
Imogen Moore
Keyword(s):  
Limited Liability ◽  
Legal Person ◽  
Questions And Answers ◽  
The Veil ◽  
Legal Forms ◽  
The Uk ◽  
A Company ◽  
Corporate Personality

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter considers the main legal forms used for businesses in the UK— particularly sole traders, general partnerships, limited liability partnerships (LLPs) and companies. It then examines how registered companies limited by shares come into existence. On registration a company becomes a legal person, separate from its shareholders and directors. This chapter explores this ‘corporate personality’ and the popular topic of when the ‘veil of incorporation’ can be lifted or pierced by statute or the courts.

7. Share capital

Company Law ◽  
2020 ◽  
pp. 115-143
Author(s):  
Alan Dignam ◽  
John Lowry
Keyword(s):  
Company Law ◽  
Financial Assistance ◽  
Public Companies ◽  
Share Capital ◽  
The Core ◽  
Public Company ◽  
Private And Public ◽  
The Subject ◽  
A Company

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter examines how company law governs maintenance of a company’s share capital, with emphasis on the distinction between private and public companies. It also discusses various ways in which shareholders might legally receive funds (‘distributions’) from the company, including issuance of shares and payment of shares in kind (that is, goods, property, or services rather than in cash). The relevance of the nominal value of shares issued to shareholders, the issue of paying dividends to shareholders, and disguised return of capital to shareholders are considered as well. The chapter also examines two other means of returning funds to shareholders, reduction of share capital and redemption or purchase by a company of its own shares, before concluding with an assessment of the prohibition and the exceptions concerning the issue of financial assistance for the acquisition of shares in a public company.

2. Companies and Corporate Personality

2018 ◽  
Author(s):  
Imogen Moore
Keyword(s):  
Limited Liability ◽  
Legal Person ◽  
Questions And Answers ◽  
The Veil ◽  
Legal Forms ◽  
The Uk ◽  
A Company ◽  
Corporate Personality

The Concentrate Questions and Answers series offers the best preparation for tackling exam questions and coursework. Each book includes typical questions, suggested answers with commentary, illustrative diagrams, guidance on how to develop your answer, suggestions for further reading, and advice on exams and coursework. This chapter considers the main legal forms used for businesses in the UK— particularly sole traders, general partnerships, limited liability partnerships (LLPs), and companies. It then examines how registered companies limited by shares come into existence. On registration a company becomes a legal person, separate from its shareholders and directors. This chapter explores this ‘corporate personality’ and the popular topic of when the ‘veil of incorporation’ can be lifted or pierced by statute or the courts.

Redefining the Freedom of Establishment under EU Law as the Freedom to Choose the Applicable Company Law: A Discussion after the Judgment of the Court of Justice (Grand Chamber) of 25 October 2017 in Case C-106/16, Polbud

2018 ◽  
Vol 15 (2) ◽  
pp. 270-307 ◽  
Author(s):  
Ariel Mucha ◽  
Krzysztof Oplustil
Keyword(s):  
Limited Liability ◽  
Company Law ◽  
Eu Law ◽  
Minority Shareholders ◽  
Freedom Of Establishment ◽  
Legal Form ◽  
Court Of Justice ◽  
Registered Office ◽  
Grand Chamber ◽  
A Company

On 25 October 2017, the Court of Justice handed down a judgment in the Polbud case (C-106/16). This is the result of three preliminary questions raised by the Polish SC. The facts in the case concern the Polish private limited liability company which wanted to transfer its registered office to Luxembourg and to change its legal form. In general, the questions refer to two pertinent issues: first, if the national law providing for mandatory company’s liquidation in case of transferring the company’s seat abroad complies with the EU law, and second, if the so-called isolated cross-border conversion is covered by the freedom of establishment. With little doubt, the first question was answered in the negative. As to the second issue, the Court holds that it is not mandatory in the light of EU law for the company wishing to transfer its registered office and convert itself into a company governed by the law of another MS to establish an economic presence in that MS. It is likely that the Court of Justice’s findings will open another Pandora’s box with many unknown results, mainly concerning minority shareholders’ and creditors’ protection as well as further (un)desired liberalisation of the internal market.

1. Formation, classification, and registration of companies

2021 ◽  
pp. 3-19
Author(s):  
Brenda Hannigan
Keyword(s):  
Limited Liability ◽  
Public Companies ◽  
Corporate Groups ◽  
The Public ◽  
Private And Public ◽  
Limited Partnerships

This chapter considers the mechanics of formation and registration as well as the various types of companies which may be formed. The focus is on registered companies, registered under the Companies Act 2006. The chapter considers the role of the registrar of companies and the public registry and the types of companies which can be registered. The key categories are companies limited by shares and limited by guarantee. Private and public companies limited by shares as well as corporate groups are all considered. The chapter also looks briefly at alternative vehicles for business, such as partnerships, limited partnerships and limited liability partnerships.

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