Companies (1): Characteristics and formation

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1 10 Companies (1): Characteristics and formation This is the first of two chapters which consider the aw reating to companies. This chapter considers the characteristics of companies and the way in which companies are formed. The foowing chapter considers the rights of sharehoders, how companies are managed and how they are wound up. The sharehoders in a company are known as the members of the company. There are around 2.5 miion registered companies in the UK. The aw regards each of these as a ega person, with its own ega rights and obigations. A companies are now governed by the Companies Act 2006 which has repaced earier Companies Acts. However, many sections of the 2006 Act are identica to sections of earier Companies Acts. Therefore, in many areas of company aw cases decided under the earier Acts sti appy to the 2006 Act. THE COMPANIES ACT 2006 The Companies Act 2006 was introduced to improve the UK s competitiveness in the twenty-first century. It aims to do this by providing a sound, fexibe framework for UK company aw. The 2006 Act has four main objectives: To enhance sharehoder engagement and to foster a ong-term approach to investment. To adopt a Think Sma First approach and ensure that companies are better reguated. To make it easier to create and run a company. To provide fexibiity for the future. Enhancing sharehoder engagement and fostering a ong-term approach to investment As we sha see, the directors of a company are eected by the sharehoders (the members) to run the company. One of the main objectives of the 2006 Act is to create a good understanding between directors and sharehoders. The Act aims to ensure that their roes are ceary defined and that they shoud find it easy to communicate with each other. The Act encourages companies to communicate with sharehoders eectronicay. It is hoped that this wi not ony save money but encourage more sharehoders to be invoved in a diaogue with the company. The Act aso intends to make directors more accountabe to their companies. To achieve this aim, it has introduced a new derivative caim which aows members to sue, on the company s behaf, if the directors breach their duties.

2 The Think Sma First approach and better reguation Ninety per cent of companies have five or fewer sharehoders. However, the earier Companies Acts were written mainy with arge companies in mind. The 2006 Act takes a new approach with its Think Sma First approach. Some technica rues have been aboished in reation to private companies and new mode artices of association have been introduced. The artices of association are the interna rues of the company and one set of new mode artices has been designed for use by sma, private companies. The members of a company have aways been abe to make decisions by passing resoutions. The 2006 Act envisages that most resoutions of private companies wi be passed as written resoutions. A written resoution aows sharehoders to vote in favour of a resoution merey by signing it, rather than by having to attend a company meeting and vote there. The Act has removed the rue that private companies must have a company secretary. So it is now possibe for one person to be the soe sharehoder and the soe director, and to run a company without hep from any other person. The 2006 Act envisages three tiers of companies: private companies; pubic companies which are not quoted on a stock exchange; and pubic companies which are quoted. Private companies are presumed to be sma. In many areas they wi have minima reguation imposed on them if they do not positivey introduce more extensive rues. If a private company is arge, as many are, it can opt for its own more extensive reguation. Ease of formation and fexibiity As we sha see ater in this chapter, the Act has made it easy and quick to register a new company. In the foowing chapter we sha see that it has aso become easier to run a sma company. The 2006 Act has been written in such a way that it wi be reativey easy to amend it in the ight of changing circumstances, thus aowing for fexibiity in the future. THE CHARACTERISTICS OF COMPANIES A company is created by registration under the 2006 Act. The process of registration is considered ater in this chapter. Here it is enough to say that the peope who want to create the company, the promoters of the company, must send certain documents to the Registrar of Companies. The Registrar is the head of a Government agency caed Companies House. If the documents are in order, the Registrar wi issue a certificate of incorporation and the company wi then exist as a corporate body. Incorporation has severa important consequences. To some extent these are interconnected, but they are easier to understand if considered separatey. The company is a separate ega entity The most important consequence of incorporation is that a company is regarded as being a ega person in its own right. This means that a company has a ega identity of its own which is quite separate from the ega identity of its owners. If a wrong is done to a company, it is the company, and not its owners, which has the right to sue. Conversey, if a company injures a person that person can sue the company but cannot sue the owners. This we-estabished principe was aid down in the foowing case.

3 Saomon v Saomon & Co Ltd [1897] (House of Lords) For severa years Mr Saomon had carried on a business as a boot repairer and manufacturer. He formed a imited company and sod his business to the company for 39,000. The company paid the purchase price in three ways, as foows: first, by issuing Saomon with 20,000 1 shares; second, by regarding him as having oaned the company 10,000; and third by making up the baance in cash. Saomon took a of the company s assets as security for the oan which had been made to him. Unsecured creditors ent the company a further 8,000. Shorty after its incorporation, the company got into financia difficuty and was wound up. The assets of the company amounted to about 6,000. Creditors who have been given security for their oan are entited to be repaid before unsecured creditors. Saomon therefore took a of the 6,000. The unsecured creditors caimed that Saomon shoud repay their oans personay because he was the same person as the company. Hed The company had been formed propery and without any fraud. Athough Saomon owned a but seven of the issued shares, he was one person and the company was another. Saomon therefore had no more obigation to pay the company s debts than he had to pay his next-door neighbour s debts. Figure 10.1 Saomon v Saomon & Co Ltd Saomon s case is regarded as one of the most important in Engish aw, mainy because of the protection which it offers to the owners of imited companies. However, the decision that a company has a ega identity of its own has many other consequences, as the foowing two cases show. Macaura v Northern Assurance Ltd [1925] (House of Lords) Macaura owned amost a of the shares in a timber company. The company owed money to Macaura but not to anyone ese. Macaura insured the company s timber in his own name. Two weeks ater, the timber was destroyed by fire and Macaura caimed on his insurance.

4 Hed Macaura coud not caim on the insurance poicy because he did not own the timber. The company owned the timber, and it is a rue of insurance aw that ony the owner of goods can insure them. Tunsta v Steigmann [1962] (Court of Appea) Mrs Steigmann ran a pork butcher s shop and eased the shop next door to Mrs Tunsta. Mrs Steigmann wanted to end the ease. As the aw stood at that time, Mrs Steigmann coud order Mrs Tunsta to eave the shop ony if she intended to occupy the buiding hersef, to carry on a business there. Mrs Steigmann did intend to occupy the shop hersef, to carry on her butchery business. But before the case came to court she turned her business into a company. Mrs Steigmann caimed that as she owned a but two of the shares in the company she was sti the person who wanted to take over the premises. Hed It was not Mrs Steigmann who wanted to take over the business, her company wanted to take it over. Wimer LJ said: There is no escape from the fact that a company is a ega entity entirey separate from its corporators see Saomon v Saomon & Co. Here the andord and her company are entirey separate entities. This is no matter of form; it is a matter of substance and reaity. Each can sue and be sued in his own right; indeed, there is nothing to prevent the one suing the other. Even the hoder of 100% of the shares in a company does not by such hoding become so identified with the company that he or she can be said to carry on the business of the company. Athough a company is regarded as a ega person, it does not have human characteristics. For exampe, in Richmond London BC v Pinn and Wheeer Ltd [1989] the Divisiona Court hed that a company cannot drive a orry. Pi J said: The act of driving a orry is a physica act which can be performed ony by natura persons. Limited iabiity In Saomon s case we saw that Saomon was not personay iabe for the debts of the company. When peope buy shares in a imited company, the ony commitment they make is that they agree to pay the price of their shares. Often, they do not pay the fu price immediatey. When the pubic utiities were privatised, for exampe, investors generay paid haf of the share price when subscribing for the shares and remained iabe for the other haf. If one of these privatised companies had gone into iquidation before sharehoders had paid this second instament, the sharehoders woud have been iabe to pay the amount outstanding. However, beyond this they woud not have been iabe to contribute any more money. A sharehoder who has aready paid the fu price of the shares hed has no iabiity to pay any more. It must, of course, be emphasised that it is the sharehoders who have imited iabiity, and not the company. If a company has debts it must pay these debts, even if this means seing a of its assets and going into iquidation. Perpetua succession A company can be iquidated at any time if the members of the company pass a specia resoution that it shoud be iquidated. (A specia resoution is passed if at east three-quarters of company members who vote are in favour of passing it.) If a company is iquidated, then the company wi

5 cease to exist. However, companies can continue in existence indefinitey, and therefore they are said to have perpetua succession. Sharehoders, of course, must die. But even if a the sharehoders in a company die, their shares wi be inherited by others and the company wi continue in existence. For exampe, the Hudson s Bay Company has been in existence since 2 May Generations of its sharehoders have died, but the company sti exists. As we sha see in Chapter 12 on p. 327, the death of a partner ends a partnership. The existing partners might agree to carry the partnership on but, technicay at east, the firm wi be dissoved when a partner dies. Ownership of property A company can own property, and this property wi continue to be owned by the company regardess of who owns the shares in the company. This can be important when a company is trying to borrow money because the company can give its own property, both present and future assets, as security for a oan. Contractua capacity A company has the power to make contracts and can sue and be sued on these contracts. This power must be deegated to human agents, and it is the company directors and other agents who actuay go through the process of forming the contracts. But the important point is that it is the company itsef which assumes the rights and iabiities which contracts create. A company can aso sue and be sued in tort. (A tort is a civi wrong other than a breach of contract, for exampe negigence, trespass or defamation. See Chapter 8.) Crimina iabiity To commit a crime a defendant must generay commit a guity act whie having a guity mind. At first sight it woud seem that companies cannot commit crimes because they have not got minds of their own. However, the courts are sometimes prepared to regard the controers of the company as the minds of the company. In Tesco Supermarkets Ltd v Nattrass [1971] the House of Lords hed that a person who was sufficienty senior in a company coud be regarded as the mind of the company. If a person senior enough to be regarded as the mind of a company had a guity mind then the company coud be regarded as having a guity mind. Persons who were not senior enough coud be regarded ony as the hands of the company. If such a person had a guity mind then this coud not be regarded as the guity mind of the company. In the case it was hed that a supermarket manager empoyed by Tesco Ltd was not senior enough to be regarded as the mind of the company, whereas a very senior manager might have been. The Corporate Mansaughter and Corporate Homicide Act 2007 The Corporate Mansaughter and Corporate Homicide Act 2007 has created a new offence of corporate mansaughter (corporate homicide in Scotand). The offence can be committed by companies and by other incorporated bodies, such as LLPs, as we as by some types of unincorporated associations, such as partnerships. The Director of Pubic Prosecutions must consent to a prosecution being brought. Section 1(1) provides that the offence of corporate mansaughter is committed by a reevant organisation if the way in which its activities are managed and organised:

6 (a) causes a person s death, and (b) amounts to a gross breach of a reevant duty of care owed by the organisation to the deceased. Section 1(3) provides that an organisation is guity of the s. 1(1) offence ony if the way in which its activities are managed or organised by its senior management is a substantia eement in the breach to which s. 1(1) refers. Section 1(4)(b) provides that a breach is a gross breach ony if it fas far beow what can reasonaby be expected of the organisation in the circumstances. Section 1(4)(c) defines senior management, in reation to an organisation, as the persons who pay significant roes in: (i) the making of decisions about how the whoe or a substantia part of its activities are to be managed or organised, or (ii) the actua managing or organising of the whoe or a substantia part of those activities. The penaty for commission of the offence is a fine. Section 2(1) provides that a reevant duty of care is a duty of care owed under the aw of negigence. (See Chapter 8, pp ) Whether or not a duty of care was owed is a question of aw for the judge, not a question of fact for the jury. Whether there was a gross breach of that duty is a question for the jury. In deciding this the jury shoud consider a reevant matters. However, s. 8 highights severa matters. Section 8(2) provides that the jury must consider whether the evidence shows that the organisation faied to compy with any heath and safety egisation that reates to the aeged breach, and if so (a) how serious that faiure was; and (b) how much of a risk of death it posed. Section 8(3) provides that the jury may aso (a) consider the extent to which the evidence shows that there were attitudes, poicies, systems or accepted practices within the organisation that were ikey to have encouraged any such faiure as is mentioned in s. 8(2), or to have produced toerance of it; and (b) have regard to any heath and safety guidance that reates to the aeged breach. Section 9 aows a court to make a remedia order requiring a breach of s. 1(1) to be remedied. Section 10 aows a court to order a convicted organisation to pubicise the conviction in a specified manner. The corporate vei We have seen that a company has a ega identity of its own. A natura consequence of this is that ony the company can be iabe in respect of a wrong done by the company. The owners of the company wi normay be free of any iabiity. They are said to be protected by the vei of incorporation. This image regards the company s artificia ega personaity as a vei, which hangs between the company and the members of the company. As we have aready seen, the idea that the members of a company are not iabe for the company s wrongdoings is very we estabished. But there are circumstances in which a court or a statute wi ift the corporate vei so that the members of the company are not protected by the company s artificia ega personaity. There is no rigid ist of circumstances in which a court wi ift the corporate vei. They have, however, done so in the foowing circumstances: (i) Where the company was formed for a frauduent purpose. (ii) If the company can be characterised as an enemy in time of war.

7 (iii) Where groups of companies are regarded as one. (iv) Where a company is treated as a partnership in order to wind it up. (v) In other situations where statute aows this. Where the company was formed for a frauduent purpose Giford Motor Co Ltd v Horne [1933] (Court of Appea) Mr Horne was empoyed as managing director of GMC Ltd. In his contract of empoyment, Horne agreed that after eaving GMC he woud not soicit its customers. When his contract was terminated, Horne did begin to soicit GMC s customers. He knew that GMC woud not aow him to get away with this, so he formed a company, the soe purpose of which was to empoy him whie he continued to soicit GMC s customers. Horne s defence, when sued by GMC, was that his promise in his contract of empoyment was binding ony on himsef, not on the new company. Hed An injunction was granted preventing either Horne or the company from soiciting GMC s customers. Hanworth MR said: I am quite satisfied that this company was formed as a device, a stratagem, in order to mask the effective carrying on of a business of Mr E.B. Horne. The purpose of it was to try to enabe him, under what is a coak or a sham, to engage in business...in respect of which he had a fear that the paintiffs might intervene and object. If the company can be characterised as an enemy in time of war A country at war with another country it is ikey to restrict the activities of citizens of the other country, who may be regarded as enemy aiens. If a company is owned by enemy aiens, then the court may ift the vei and regard the company as having an enemy character. Daimer Ltd v Continenta Tyre and Rubber Co Ltd [1916] (House of Lords) The Continenta Tyre Co was registered in Engand. It was owed money by Daimer and sued to recover the debt. Daimer argued that, as a but one of the 25,000 shares in the Continenta Tyre Co were owned by German residents, the company shoud not be aowed to sue on the debt when Britain was at war with Germany. Hed The company coud not sue on the debt. The company had assumed an enemy character and therefore anyone trading with it woud be trading with the enemy. Groups of companies regarded as one Commony one company, known as a hoding company, owns a majority or a of the voting shares in another company, known as a subsidiary company. As a genera principe, the vei of incorporation wi hang between the two companies. In very exceptiona circumstances a court may ift the vei either on the grounds of agency or on the grounds of economic reaity. However, the modern approach of the courts has been not to do this. Treating a company as a partnership in order to wind it up In Ebrahimi v Westbourne Gaeries [1972] the House of Lords wound up a sma company by treating it as if it were a partnership. The business had originay been a partnership and was

8 founded on a persona reationship. It is ony in a tiny number of cases that a court woud be prepared to treat a company as if it were a partnership in this way. Other situations where the vei may be ifted Various statutory provisions may ift the vei. In Conway v Ratiu [2005] EWCA Civ 1302 Aud LJ said that the vei woud be ifted to do justice when common sense and reaity demanded that this be done. However, in recent times the courts have shown a reuctance to ift the vei except in specified circumstances. CLASSIFICATION OF COMPANIES Companies can be cassified in severa different ways, but from a business perspective ony four cassifications are usefu. Figure 10.2 Cassification of companies Pubic companies and private companies Pubic companies can offer shares and debentures for sae to the pubic. The artices of private companies usuay restrict the sae of the company s shares. The most common restrictions are either that the shares must first be offered to other members of the company, or that the shares can be sod ony to persons of whom the directors approve. No matter what the artices of association say, it is a crimina offence for a private company to offer its shares for sae to members of the pubic. Athough pubic companies make up ess than 1 per cent of a companies they tend to be very much arger than most private companies. The assets of a pubic companies woud far outweigh the assets of a private companies. Athough pcs can be isted on the London Stock Market, most are not. Ony about 2,000 pcs are isted. The shares of many more pcs are traded on the Aternative Investment Market. It is possibe for a private company to re-register as a pubic company and vice versa. If this is done, a new certificate of incorporation is issued. Most pcs began as private companies and made the change after they had become very successfu. A specia resoution is needed to change from a private company to a pc or to change from a pc to a private company. (The different types of resoutions, and how they are passed, are considered in the foowing chapter at pp )

9 Tabe 10.1 Differences between pubic and private companies Pubic companies Name must end with the words Pubic Limited Company or pc Must have 50,000 aotted share capita, one quarter of which must be paid up Shares can be isted on stock exchange (no requirement that they shoud be isted) Must have at east two directors Shares aotted by the company must be paid for in cash (or quaified auditor must vaue assets given as payment) Must have a company secretary, who must be suitaby quaified Must hod AGM every caendar year Cannot pass written resoutions Private companies Name must end with Limited or Ltd (uness the company is unimited) No imit on share capita Shares cannot be isted on stock exchange, or advertised for sae Need have ony one director Shares can be given away by the company No need to have a company secretary. If there is one, does not need to be quaified No AGM uness positive decision taken to hod one Can pass written resoutions Unimited companies Sighty under haf of one per cent of registered companies are unimited companies. These companies do have a ega personaity of their own, distinct from that of the company members, but the members have agreed that they wi assume unimited iabiity for the debts of the company. Pubic companies may not register as unimited companies. Unimited companies enjoy some advantages over imited companies. For exampe, their accounts need not be pubished or deivered to the Registrar of Companies. However, these advantages are generay considered to be far outweighed by the unimited iabiity of the members. The names of unimited companies must not contain the words imited or Ltd. Limited companies Limited companies can themseves be cassified into two types: companies imited by shares and companies imited by guarantee. Companies imited by shares The vast majority of companies are imited by shares. As we have seen, this means that in the event of iquidation of the company a member s iabiity is imited to paying off any amount unpaid on his or her shares. (When any reference to a company is made it shoud be assumed that the company is imited by shares uness there is an indication to the contrary.) Companies imited by guarantee The iabiity of members of companies imited by guarantee is restricted to paying an amount which they have agreed to pay in the event of the company going into iquidation. This amount is usuay sma, typicay 5, and is spet out in the appication for registration, a document which must be registered with the Registrar of Companies when the company is formed.

10 Before the Companies Act 1980 a company coud register itsef as imited by shares and by guarantee, in which case the members were iabe to pay both the amount guaranteed and the amount unpaid on their shares. Some such companies, formed before 1980, continue to exist. However, since the Companies Act 1980 a company must either be imited by shares or be imited by guarantee. Pubic companies have never been aowed to be imited by guarantee: they must be imited by shares. Most companies imited by guarantee are educationa or charitabe. Guarantee companies are not a suitabe medium for trading companies. Method of creation Companies are created by registration under the Companies Act, a procedure which is examined ater in this chapter. Some very few companies have been created by Roya Charter or by statute. However, these methods of creation are not significant in a business context. Amost a companies currenty in existence were created by registration under the Companies Act. The process is quick and cheap, and it is generay understood that when peope speak of a company this is the type of company which they mean. Size of company Singe member companies It is possibe for any company, pubic or private, to have ony one member. New companies can be created with ony one subscriber to the memorandum, or an existing private company can aow its membership to fa to one. Sma and medium-sized companies Companies which can be cassified as sma can submit abbreviated accounts to the Registrar of Companies, athough fu accounts wi sti have to be deivered to the members. A company is regarded as a sma company if it meets two out of the foowing three requirements: (i) The company s annua turnover is 5.6m or ess. (ii) The tota assets of the company are 2.8m or ess. (iii) The company has 50 or fewer empoyees. Medium-sized companies can omit certain matters from the business review which directors have to submit for each financia year. A company is regarded as a medium-size company if it meets two out of the three foowing requirements: (1) The company s annua turnover is 22.8m or ess. (2) The tota assets of the company are 11.4m or ess. (3) The company has 250 or fewer empoyees. FORMATION OF REGISTERED COMPANIES Registration under the Companies Act 2006 A registered company is formed by promoters, who must pay a fee and register certain documents with the Registrar of Companies. If the Registrar is satisfied with the documents he wi issue a certificate of incorporation, and the company wi then exist as a corporate body.

11 The 2006 Act has changed the process of registering a company. Companies which were registered before the 2006 Act came into force wi have been registered under the od procedure. They wi not need to re-register. Amost a companies currenty in existence were registered under the od procedure. It is therefore necessary to describe that od procedure to some extent. First, the new registration procedure is described. Registration documents Section 9(1) of the 2006 Act provides that in order to register a new company the foowing must be sent to the Registrar, aong with a 20 fee: A new-stye memorandum of association; An appication for registration of the company; The documents which s. 9 requires the appication to contain; and A statement of compiance. A company may not be formed for an unawfu purpose. The new stye of memorandum of association The new stye of memorandum is quite different from the od stye of memorandum, which existed before the 2006 Act came into force. A new stye of memorandum merey states that the subscribers, the peope who sign it, wish to form a company under the Act and that they agree to become members of the company by taking at east one share each. This memorandum wi not be capabe of being changed ater. It gives a historica snapshot of the company members on formation of the company. The appication for registration Section 9(2) requires that the appication for registration must state: (a) the company s proposed name; (b) whether the company s registered office is to be situated in Engand and Waes (or in Waes), in Scotand or in Northern Ireand; (c) whether the iabiity of the members of the company is to be imited, and if so whether it is to be imited by shares or guarantee; and (d) whether the company is to be a pubic company or a private company. The documents which the appication must contain The documents which s. 9 requires the appication to contain are set out in ss. 9(4) and (5). These are: (a) a statement of share capita and initia sharehodings, or a statement of guarantee if the company is to be imited by guarantee; (b) a statement of the company s proposed officers; (c) a statement of the intended address of the company s registered office; and (d) a statement of any proposed artices of association, to the extent that mode artices are not being used. The statement of capita and initia sharehodings is required by s. 10(2) to state the foowing: (a) the tota number of shares to be taken on formation by the subscribers to the memorandum; (b) the tota nomina vaue of those shares;

12 (c) for each cass of shares: (i) particuars of the rights attached to the shares, (ii) the tota number of shares of that cass, and (iii) the tota nomina vaue of shares of that cass; (d) the amount to be paid up and the amount, if any, to be unpaid on each share. If the company has more than one cass of shares then this information must be given in respect of each cass of shares. The nomina vaue of a share represents the face vaue which the company has agreed that the share shoud have. This amount can be expressed in Stering, euros or any other currency. Different casses of shares can have nomina vaues in different currencies. The tota nomina vaue of shares to be taken by subscribers to the memorandum means the tota amount stated to be payabe to the company for a of the shares which the subscribers to the memorandum take. So, for exampe, et us assume that the four subscribers to the memorandum of Acme Ltd each agree to take 250 shares. The nomina vaue of each share is agreed to be 1 and so the aggregate nomina vaue of shares taken by the subscribers woud be 1,000. It is not possibe to agree that the members wi pay ess than the nomina vaue of a share. They might, however, pay more because the nomina vaue of a share does not represent its true vaue. If more is paid, the extra amount is regarded as a share premium and must be kept in a share premium account. Such an account cannot be used to pay dividends to members. A statement of guarantee is necessary ony if the company is imited by guarantee. It must identify the guarantors, who subscribe to the memorandum, and state what contribution they have each agreed to make. These contributions are payabe if the company is wound up whie a guarantor is a member or within a year of his ceasing to be a member. The statement of proposed officers must give the names and addresses of the first directors and the first company secretary (if the company is to have a company secretary). The statement must aso incude such information as woud be required to be in the register of directors, the register of directors residentia addresses and in the register of company secretaries. (See Chapter 11 on pp. 288 and 299.) The residentia addresses of directors need not be discosed. Directors can give a service address, which can be the address of the company s registered office. The statement must aso contain consent by each person named as a director or secretary to act in the reevant capacity. Once the company is registered they are deemed to have been appointed. The statement of compiance The statement of compiance merey states that the Act s requirements as to registration have been compied with. If the Registrar is satisfied that the requirements of the Act have been compied with he registers the documents deivered to him and issues a certificate of incorporation. The effect of registration A certificate of incorporation is concusive evidence that the requirements of registration have been compied with and that the company has been duy registered under the Act. Section 15(2) provides that the certificate must state: (a) the name and registered number of the company; (b) the date of its incorporation; (c) whether it is a imited or unimited company, and if it is imited whether it is imited by shares or imited by guarantee;

13 (d) whether it is a private or a pubic company; and (e) whether the company s registered office is situated in Engand and Waes (or in Waes), in Scotand or in Northern Ireand. From the date of incorporation the company is capabe of exercising a the powers of a registered company. The subscribers to the memorandum become members of the company and become hoders of the shares to the extent set out in the statement of capita and initia sharehodings. The proposed directors and secretary are deemed to have been appointed. Od-stye registration Companies which registered before the 2006 Act came into force do not need to re-register. Obviousy, for some years to come amost a companies wi have competed an od-stye registration. This has important consequences for the constitution of those companies. Therefore it is necessary to know the procedure required for an od-stye registration. Under the od-stye registration the documents which had to be sent to the Registrar were: (1) The company s memorandum of association. (2) The company s artices of association. (3) A statement giving the names of the company s first directors and of the company secretary. (4) A statement that a the statutory requirements of registration had been compied with. Od-stye memorandum of association An od-stye memorandum of association was of considerabe importance. The constitution of a company registered before the 2006 Act came into force used to be contained in its memorandum and artices of association. The memorandum set out the structure of the company, whereas the artices were the interna rues. Section 2 of the Companies Act 1985 stated that the memorandum of a company imited by shares had to contain five obigatory causes. The ony one of asting significance is the objects cause. This stated the purposes for which the company was being formed and set out the contracts which the company coud vaidy make. The probems caused by objects causes, and the extent to which these probems have been resoved, are considered more fuy in Chapter 11 on pp As we as the five compusory causes there coud be additiona causes. If an additiona cause was stated to be unaterabe then it coud not be atered by the members. This is no onger the case. Section 28(1) of the 2006 Act provides that a provisions of an od-stye memorandum, except the basic provisions which woud need to be contained in a new-stye memorandum, are to be treated as provisions of the company s artices. The artices of a company can generay be atered by a specia resoution of the members. However, some artices may be entrenched. Such artices can be atered ony by a specified procedure which is more onerous than the passing of a specia resoution, as we sha see beow on p However, entrenched artices cannot be made unaterabe. So it is no onger possibe for a company to have an unaterabe provision in its constitution. THE CONSTITUTION OF A COMPANY Section 17 of the 2006 Act provides that a company s constitution incudes the company s artices of association and certain types of resoutions. Other matters can be incuded in the

14 constitution. For exampe, a company s incorporation certificate wi state whether the company is pubic or private and wi therefore be constitutionay reevant. Constitutionay reevant artices Section 29 sets out the types of resoutions which are constitutionay reevant. Broady speaking, these are specia resoutions, or resoutions or unanimous agreements which woud have needed to have been passed as specia resoutions. Specia resoutions are passed ony if a majority of at east 75 per cent of members who vote on the resoution vote in favour of it. The 2006 Act requires some matters to be passed by specia resoution (see Tabe 11.1 on p. 292). Section 30 requires that copies of these constitutiona resoutions must be sent to the Registrar within 15 days of their being passed. Section 32 requires an up-to-date copy of the constitutiona documents to be sent to members on request. The artices of association The artices of association are the rues of the company and they bind both the company and the members of the company. Before the 2006 Act came into force, the rues of the company coud be found in the od-stye memorandum and the artices. The artices were the interna rues of the company whereas the od-stye memorandum set out the structure of the company. As we have seen, as regards companies formed under the 2006 Act, the new-stye memorandum is a mere historica snapshot giving information about the company when it was formed. The rues of the company are set out in the artices. As regards companies formed before the 2006 Act came into force, s. 28(1) provides that provisions of an od-stye memorandum are to be treated as provisions of the company s artices. This is the case with a provisions of an od-stye memorandum except those minima provisions which woud be found in a new-stye memorandum. So, again, the artices are the rues of the company. Section 18 provides that a company must have artices of association and that these must be contained in a singe document which is divided into consecutivey numbered paragraphs. Different types of mode artices, suitabe for different types of companies, have been written by the Secretary of State. Section 20(1) provides that these artices wi appy by defaut when a company is formed, if other artices are not registered. It aso provides that if other artices are registered the mode artices wi sti appy to the extent that they are not excuded or changed by the artices which are registered. The mode artices are designed to aow companies to be formed and do business even if they have not created suitabe artices. Existing companies wi not be subject to the appication of mode artices by defaut, athough they wi be abe to adopt them either whoy or partiay. If a company was registered using the od Tabe A mode artices, which coud be adopted before the 2006 Act came into force, they wi continue to be governed by Tabe A. Section 25 provides that an ateration of the artices which increases the iabiity of a member since he became a member is invaid against that member uness he has given express written consent to it. Amendment of artices Section 21(1) provides that a company s artices may generay be amended by specia resoution. However, s. 22(1) aows the artices to contain entrenched artices. Something more than a specia resoution is required to change or remove an entrenched artice. The Act does not say exacty what is required. However, since a specia resoution can be passed ony by a 75 per cent majority of those voting on it, the requirement might be, for exampe, a unanimous vote or

15 a vote passed by a 90 per cent majority of a company members. Section 22(2) provides that an artice can become entrenched ony if the company s artices say so when the company is formed, or if a of the members of the company agree to the artices being amended. It is not possibe to make entrenched artices unaterabe. Section 22(3) provides that entrenched artices can aways be atered by an agreement of a the members of a company or by a court order. Where a company s artices are amended so as to incude or remove an entrenched artice, s. 23 requires the company to give notice of this to the Registrar. A document showing the amendment aso has to be sent to the Registrar aong with a statement of compiance. This statement wi certify that the amendment has been made in accordance with the company s artices. So both the Registrar and any person searching the pubic register of companies wi be abe to see whether or not any artices are entrenched and, if they are, how they can be atered. Before the 2006 Act came into force there was no such concept as entrenched artices. The artices coud aways be atered by specia resoution. However, provisions which might have been in the artices coud be made unaterabe by putting them in an od-stye memorandum and stating that they were unaterabe. This practice is now redundant as the new-stye memorandum now gives ony basic information about the company when it was created. Whenever a company s artices are amended, whether there is provision for any artices to be entrenched or not, s. 26(1) provides that the company must send the Registrar a copy of the amended artices within 15 days of the amendment taking effect. If something cannot be done by a company uness the artices authorise it, then a specia resoution authorising the thing wi not be effective because the artices wi not be impiedy changed. However, if the resoution states that it is doing the thing notwithstanding anything in the artices then the thing wi be vaidy done. When the members do ater the artices they must exercise this power bona fide for the benefit of the members of the company as a whoe, that is to say for the benefit of the company in its capacity as a separate ega person. The ega effect of the constitution Section 33(1) of the 2006 Act provides that the constitution makes a contract between every sharehoder and the company and between every sharehoder and every other sharehoder. The constitution as a contract between the company and the members The constitution forms a contract between a company and its members, in respect of their ordinary rights as members. So the company can insist that the members abide by the artices. Hickman v Kent or Romney Marsh Sheep-Breeders Association [1915] The Sheep-Breeders Association was registered as a non-profit making company. One of the association s artices provided that any dispute between the association and a member shoud be referred to arbitration. One member tried to sue the association. Hed The member had no right to sue the association. He shoud have referred the dispute to arbitration.

16 Equay, the members can insist that the company sticks to the artices. Pender v Lushington [1877] The artices of a company provided that every ten shares commanded one vote, but that no member shoud be entited to more than 100 votes. A sharehoder who hed more than 1,000 shares transferred some of these to Pender, so that the shares coud use their fu voting power. The chairman of the company, Lushington, refused to accept the votes of Pender s shares. Hed The shares had been propery transferred and so not to accept Pender s votes was a breach of his rights as a member of the company. It is important to reaise that members are bound to the company ony in their capacity as members, and that the company is bound to members ony in their capacity as members. For exampe, in Beattie v E and F Beattie Ltd [1938] a director, who was aso a member of the company, tried to rey on one of the artices when he was sued by the company for the return of money which had been impropery paid to him as a director. The defendant was not abe to rey on the artice. He was not attempting to rey on the artice in his capacity as a member of the company but in his capacity as a director. The constitution as a contract between the members Section 33(1) tes us that the constitution creates a contract between each member and a the other members. However, this is ony true in reation to matters which concern membership of the company. Rayfied v Hands [1960] An artice of the company provided that if any member intended to transfer shares in the company he shoud inform the directors who wi take the said shares equay between them at a fair price. The caimant informed the directors that he intended to transfer some shares and they refused to buy them, arguing that the artices imposed no such iabiity upon them. Hed The directors were bound by the artice and therefore had to take the shares at a fair price. The artice in question was concerned with the reationship between the caimant as a member and the defendants as members of the company. The constitution does not make any contract with outsiders. Off the shef companies An aternative to the promoters themseves forming a company is for them to buy an off the shef company. Some businesses form companies in arge numbers, in the hope that customers wi wish to buy the companies. A person who forms such a company registers himsef as the company s first director and takes one share. Then, when a customer wishes to buy an off the shef company, the share is transferred to the customer. The origina director resigns, having appointed the customer the new director, and notifies Companies House of this change. Before

17 the 2006 Act came into force, the risk invoved in this coud be substantia, because a company s artices must be suitabe for that particuar company. Many businesses, in too much of a hurry to become incorporated, adopted unsuitabe artices, either by buying an off the shef company or by adopting the od Tabe A mode artices without considering their effect. Of course, it is aways possibe to ater these artices whie the promoters or the creators of the company hod a the shares in it. However, a too often the members were in too much haste to set the company up to reaise the importance of ensuring that the artices suited their needs. Promoters of off the shef companies are now ikey to use the new mode defaut artices. These are far more ikey to be suitabe for the company than the od Tabe A artices. However, the purchasers of the company shoud sti ensure that the artices are taiored to their needs. CONTRACTS MADE BEFORE THE COMPANY IS FORMED A company does not come into existence unti the registrar issues its certificate of incorporation. It foows that unti the certificate is issued the company has no capacity to make contracts. However, those who wish to form the company, the promoters, might want to make contracts on the company s behaf in advance of incorporation. For exampe, if a shop intended to begin trading as a company on 1 October then the promoters woud need to buy stock in advance of that date. Section 51(1) of the Act provides that: A contract which purports to be made by or on behaf of a company when the company has not been formed has effect, subject to any agreement to the contrary, as one made with the person purporting to act for the company or as agent for it, and he is personay iabe on the contract accordingy. It wi be noticed this section appies subject to any agreement to the contrary. It is therefore possibe for the promoter to discaim persona iabiity when making the contract on the company s behaf. However, it woud be inadvisabe for others to dea with the promoters on this basis. In effect they woud be making contracts which coud be enforced against themseves but which they might not be abe to enforce against anyone. Suppiers to the company might do we to insist that the company is actuay formed before they make any contract. Another way around the probem woud be for the suppier to make two contracts. The first draft contract woud be with the company, stating that it wi pay as soon as it is formed. The second contract woud be made with the promoters, who woud agree that they woud pay in the event that the company does not. THE COMPANY NAME The name of every pubic company must end with the words pubic imited company or the abbreviation pc. The name of every private imited company must end with the word imited or the abbreviation Ltd. (We have seen that if the company s registered office is in Waes then the Wesh equivaents of these names may be used.) So the word imited must appear in the names of both types of companies, athough of course it is not the company s iabiity which is imited, but the iabiity of its members. Unimited companies may not incude the word imited in their names. The word company is not often incuded in the names of companies. Strangey, the word appears in the names of partnerships more frequenty than in the names of companies. For

18 exampe, a business caed Brown & Co coud not be a company uness it was an unimited company. Amost aways, a business with such a name woud be a partnership. Partnership names are considered in Chapter 12. Prohibited names The Act prohibits the use of certain names: (i) The words imited or unimited or pubic imited company can be used ony at the end of the name. (ii) The Registrar wi refuse to register a name which is identica to the name of another company aready on the register. (iii) The Registrar wi refuse to register a name the use of which woud, in the opinion of the Secretary of State, constitute a crimina offence or be offensive. (iv) Reguations made by the Secretary of State prohibit the use of certain words without permission. These words suggest a connection with Government or with oca authorities. Other Reguations prohibit the use of certain words uness permission is granted by an appropriate body. Currenty about 100 words are isted, incuding Buiding Society, Chamber of Commerce, Engish, Insurance, Nationa, Prince, Queen, Roya, Trade Union, Trust, and Windsor. The Reguations expain from whom permission to use the words must be gained. For exampe, the words which suggest a roya connection can be used ony if the Home Office gives permission. Objection to a company name Section 69(1) aows any person to object to a company s registered name on the ground: (a) that it is the same as a name associated with the appicant in which he has goodwi, or (b) that it is sufficienty simiar to such a name that its use in the United Kingdom woud be ikey to misead by suggesting a connection between the company and the appicant. The appicant must make the objection to a company names adjudicator, who can order that a name be changed. A right of appea ies to the courts. Before the 2006 Act came into force a business woud bring a passing-off action to prevent a company registering a name which was so simiar as to be ikey to divert trade away from the business. The 2006 Act has not removed the common-aw right to bring a passing-off action. Such an action woud be appropriate if damages were being sought. A passing-off action wi be successfu ony if the use of the name is ikey to divert customers away from the estabished business or cause confusion between the two businesses (see Chapter 12 at 325). Pubication of name and address A companies must pubish their names: (i) Outside the registered office and a paces of business. (ii) On a etters, invoices, notices, cheques and receipts. (iii) On the company sea, if the company has a sea.

19 If the company does not pubish its name as required then a of its officers, a the directors and the company secretary, are iabe to be fined. Furthermore, a person who signs company etters or cheques which do not pubish the company name wi be personay iabe to any creditor who reies on the document and oses money. This iabiity wi aso be imposed if the company name is incorrecty stated. For exampe, in Penrose v Martyr (1858), a company secretary signed a cheque on the company s behaf and was hed personay iabe because the word imited was omitted from the company name. Change of name Section 77 provides that a company may change its name by specia resoution, or by an ordinary resoution foowing a direction from the Secretary of State or a decision from the company names adjudicator, or by other means provided for by the company s artices. Where a name is changed, the company must give notice to the Registrar. The same prohibitions wi appy to a change of name as appied to the use of a name on formation of a company. The Registrar must register the changed name and has the same powers to refuse. The Registrar of Companies The Registrar of Companies is an officia of the Department of Trade and Industry and is the head of an agency known as Companies House. The Registrar has many other duties besides registering newy formed companies. The main duties of the Registrar are: (i) To issue a certificate of incorporation when a company is first registered. This is concusive evidence that the company has been formed and, if appropriate, that it is imited. (ii) To issue a certificate of incorporation on change of company name. Athough a new certificate is issued the company remains the same ega person and its registered number remains the same. (iii) To keep a ist of the names of a UK registered companies, imited partnerships and imited iabiity partnerships. (iv) To issue certificates of re-registration when a private company changes to a pubic one, or vice versa, or from unimited to imited, or vice versa. (v) To receive the annua return and the annua financia statements of companies. (vi) To register and keep safe the documents which statutes require him to hod. (vii) To issue certificates which register mortgages and charges granted by companies. (viii) To strike companies off the register when they are dissoved. (ix) To aow any member of the pubic to see the fie of a particuar company. (x) To register specia and extraordinary resoutions. (xi) To pubish in the London Gazette the fact of receipt of various documents. Section 107(5) gives the Registrar the power to correct a document informay, if it appears incompete or inconsistent with itsef. However, the company must consent and give instructions in response to an enquiry from the Registrar. Section 108(1) aows the Registrar to make certain annotations to registers, showing such things as the date a document was received, corrections which were made to it or materias which were removed from it.

20 ESSENTIAL POINTS A company is a ega person, with a ega identity of its own. The members of a imited company have imited iabiity for the debts of the company. Pubic imited companies (pcs) can offer their shares for sae to members of the pubic. It is a crimina offence for a private company to offer its shares for sae to the pubic. Pcs must have at east two directors. Private companies need have ony one director. Private companies can pass written resoutions and do not need to hod annua genera meetings. Companies are created by registration with the Registrar of Companies. Once registered, a company wi be given a certificate of incorporation and wi exist as a ega person. A company is formed under the 2006 Act by sending a memorandum of association to the Registrar together with an appication for registration of the company, the documents which s. 9 requires and a statement of compiance. The artices of association are the interna rues of the company. They bind the company and a of the members as if they had been signed by a of the members. The names of pubic companies must end with pubic imited company or pc. The names of private imited companies must end with the word imited or the abbreviation Ltd. PRACTICE QUESTIONS 1 It is now possibe for a person to own a of the shares in a company. If X owned a of the shares in X Co Ltd, and X Co Ltd owed no money to any creditors: (a) Coud X stea from the company? (b) Coud X sue the company? (c) Coud X be empoyed by the company? 2 In Lee v Lee s Air Farming Ltd [1961], Mr Lee owned 2,999 of the 3,000 shares in a cropspraying company. Whie at work Lee crashed his pane and was kied. His widow sued under a statute which required empoyers to pay compensation if an empoyee was kied at work. The company s insurers refused to pay, arguing that Lee was empoyed by himsef, and coud not therefore be an empoyee of the company. Did the insurers have to pay up? 3 The decision in Saomon s case means that investors in a imited company do not have to pay the company s debts. They may ose the vaue of their shares, but they can ose no more. Why is this regarded as such an important rue in a capitaist society? In what way woud society be different if members of companies coud not enjoy imited iabiity? 4 A business is registered under the name Acme Trading Ltd. Which one of the foowing might the company be? (a) A pubic imited company. (b) A partnership. (c) A private imited company. (d) Either a imited private company or an unimited private company.

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