Corporate Administrators Programme : Company Law and Company Administration Procedure OPEN SEMINAR CONTENT. > Back to website.

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1 OPEN SEMINAR > Back to website Corporate Administrators Programme : Company Law and Company Administration Procedure CONTENT > Back to website PART I - INTRODUCTION The Modern Company Law in Cyprus 1. Development of Company Law in Cyprus 2. The Role of Company Registrar Nature of Company 1. Define the term Company and discuss its main Characteristics 2. Demonstrate sufficient understanding of the notion of separate legal personality of a 3. Demonstrate sufficient understanding of the notion of perpetual succession of a 4. Demonstrate sufficient understanding of the notion of an incorporated as totally different person or entity from its members the individuals comprising it 5. Demonstrate sufficient understanding of the notion of limited liability 6. Demonstrate sufficient understanding of the notion of Corporate veil and of circumstances under which courts are likely to ignore this principle 7. Demonstrate sufficient understanding of the advantages and/or the disadvantages of incorporation of a Kinds of Companies 1. State in brief the various kinds of companies which may be incorporated under the Companies laws, CAP Define a private and state the privileges and exemptions enjoyed by a private 3. State in brief under what circumstances a private becomes a public 4. Distinguish between a private and a Public 5. Demonstrate sufficient understanding of the procedure for converting a private limited into a public limited

2 6. Define a foreign. How for is it governed by the Companies laws, CAP Define a subsidiary 8. Define a Government Company and state its special predominant characteristics 9. Demonstrate sufficient understanding of the circumstances under which a public may be converted into a private 10. A with unlimited liability may or may not be formed under the Companies laws, CAP 113 PART II - INCORPORATION Promotion of Company 1. Demonstrate sufficient understanding of the promoter. Discuss his legal position in relation to a which he or she promotes 2. Demonstrate sufficient understanding of the notion of that a promoter stands in a fiduciary position towards the he promotes 3. Demonstrate sufficient understanding of the duties and liabilities of promoters. Understand how is he remunerated The Consequences of Incorporation 1. Explain the process of the formation of a 2. Describe the documents that need be filed with the Registrar prior to incorporation 3. Demonstrate sufficient understanding of the legal effect of the certificate of incorporation 4. Demonstrate sufficient understanding of the notion of that a certificate of incorporation is conclusive evidence that all requirements of the Companies laws, CAP 113 have been complied within 5. Demonstrate sufficient understanding of the steps that need be taken before a is entitled to commence business 6. Demonstrate sufficient understanding of the notion of pre-incorporation contracts. Describe how a can ratify pre-incorporation contracts 7. Describe the conditions to be fulfilled for issuing a certificate of commencement of business: 8. Preliminary Requirements for Company Incorporation; The Essence of the Name of the Company; The Share Capital; The Memorandum and Articles of Association; Documents to be submitted to the Company Registrar s Office

3 Memorandum of Association and Articles of Association 1. Understand what a memorandum of association is; understand its contents; Describe how a memorandum of association may it be altered 2. Demonstrate sufficient understanding of the restrictions that may be imposed on the choice of a name for a. Understand how a may change its name 3. Understand the necessity of setting out clearly the objects in the memorandum. Describe the method and the limits within which the objects clause may be modified 4. Demonstrate sufficient understanding of the doctrine of ultra vires. Describe the legal effect of an ultra-vires act 5. Understand the difference between memorandum and articles of association 6. Understand the limitations to the powers of altering the articles 7. Demonstrate sufficient understanding of the doctrine of indoor management and describe the exceptions to it 8. Define the doctrine of constructive notice. Describe the limitation to it 9. Describe the legal effect of memorandum and articles 10. Understand why a cannot justify a breach of contract by altering its articles Prospectus 1. Describe what a prospectus is. Understand its contents. Understand the obligation to file a prospectus or statement in lieu of prospectus with Registrar of Companies. Understand differences between a prospectus and a statement in lieu of prospectus 2. Define the rule of framing a prospectus and discuss the consequences of a mis-statement in a prospectus 3. Understand the notion of liability for mis-statement in a prospectus. Understand the extent of Civil and Criminal liability for such mis-statement 4. Understand the term minimum subscription. Describe What the effect is of allotting shares without minimum subscription having been subscribed 5. Understand the notion of prospectus by implication? 6. Understand when a statement in lieu of prospectus could be issued. 7. Discuss the liability of a for untrue statement or omission in its prospectus

4 Company s Name 1. Describe the procedure of Changing a Company s Name 2. Describe the procedure of Changing an Existing Business Name for the Purpose of Registration Company s Charges 1. Describe the procedure for Registering Charges Created on a Company 2. Describe the procedure for Creating a Charge for Securing Issues of Debentures 3. Describe the procedure for Altering Existing Charges on the Company 4. Describe the procedure for Entering the Appointment of Receiver or Managers in the Register of Company s Charges 5. Describe the procedure for Filing Satisfaction of Company s Charges Company s Common Seal 1. Describe the procedure to affix common seal of the Company on any document 2. Describe the procedure to affix official seal of the Company on any document PART III - MAINTENANCE OF CAPITAL Share Capital 1. Understand the notion of Capital in relation to a limited and describe the various levels in which the term capital is used in law 2. Understand the different methods by which a can alter its authorized share capital 3. Understand the circumstances in which a could reduce its share capital. Describe the formalities to be complied with the procedure to be followed. Understand the liability of member in respect of reduced shares 4. Understand the circumstances in which a could Consolidate or Divide All or Any of a Company s Share Capital into Shares of Larger Amount than the Existing ones 5. Understand the circumstances in which a could subdivide a Company s Share into Shares of Smaller Amount than Fixed by a Company s Memorandum and Articles of Association

5 6. Understand the circumstances in which a could Cancel any Part of a Company s Unissued or Uncommitted Share Capital 7. Understand the circumstances in which a could Modify the Rights Attached to any Class of Shares in a Company 8. Understand the provisions of law and procedure applicable to the further issued of capital by a 9. Understand the notion of class rights, and the method they can vary. 10. Understand and describe the steps a public has to take for raising additional equity capital Dividends and Profits 1. Ascertainment of amount available for payment/distribution as Dividend 2. Declaration of Dividend 3. Entitlement to Dividend 4. Procedure to declare dividend out of Company's reserve 5. Procedure to declare final dividend 6. Procedure to declare interim dividend 7. Understand the process of Payment of Dividend 8. Understand Unpaid Dividend 9. Understand Revocation of Dividend 10. Understand the process of preservation of Dividend Warrants and Dividend Registers Disclosure Membership in a Company 1. Define a member of a. Understand how a member differs from a shareholder 2. Understand how the membership of is acquired, as well as the circumstances in which it ceases to exist 3. Understand the process of rectification of the register of members 4. Understand the rights and liabilities of members of a 5. Understand the notion of annual return and its contents 6. Understand the provisions of the companies laws with regards to inspection and closure of the register of members

6 Shares 1. Define the concept of Share. Describe the different kinds of shares which a may issue 2. Define share warrants. Understand how they differ from a share certificate 3. Understand what the allotment of shares means. Describe the rules relating to the allotment of shares 4. Understand the law and practice regarding the forfeiture of shares and the reissue of forfeited shares 5. Understand the extent to which a limited by shares has no power to buy its own shares 6. Describe the procedure for affecting transfer of shares. Understand the extent to which the directors of a public can refuse to register a transfer of shares 7. Describe the circumstances in which a could issue redeemable preference share 8. Describe the circumstances in which a could issue shares at a premium and at a discount 9. Define a call option and state the usual conditions observed in connection with making of call option 10. Describe the circumstances in which a could issue a duplicate share certificate. Borrowing Powers 1. Understand the Borrowing Power of the Management and the provisions for a lawful borrowing 2. Understand the meaning of Ultra Vires borrowing and the remedial measures regarding this issue 3. Define debenture? Understand the different kinds of debentures. 4. Understand what charges must be registered with the Registrar and describe the effect of nonregistration 5. Understand what particulars must be entered in a s register of charges and the Registrar s register of charges 6. Define a floating charge and describe when a floating charge crystallizes Loans, Investments and Public Deposits 1. Understand the meaning of companies under the same management 2. Understand the restrictions provided in the companies laws, relating to inter- loans

7 3. Understand the provisions relating to inter- investments 4. Understand the exceptions to the rule that all investments made by a, on its behalf shall be made and hold by it in its own name 5. Describe the legal requirements of a which wishes to invite deposits from the public 6. Describe the transactions that may not deemed to be deposits 7. Describe the procedure to be followed by a regarding acceptance of deposits from the public. Understand the limits up to which a can accept such deposits PART IV - COMPANY OFFICERS Company Management and Administration Part I 1. Understand the provisions of Companies Laws regarding the appointment of directors of a 2. Describe the qualifications of a director. Understand when a person may be disqualified for appointment as a director of the 3. Describe how the directors of a could be removed 4. Understand the provisions of the Companies Laws relating to loans to directors 5. Understand why the Companies Laws Directors are considered trustee and agents of the 6. Describe the various restrictions that are placed by the Companies Laws on the powers of directors 7. Understand when office of a directors is considered to be vacated 8. Appointment and Qualifications of Secretaries 9. Powers and Duties of Secretaries Company Management and Administration Part II 1. Describe the various requirements of the companies laws, with respect to contracts in which directors of a have personal interest 2. Understand how the managing director of a public limited is appointed and what his duties are 3. Understand the duties and liabilities of a director of a under the companies laws. 4. Understand the provisions of the Companies laws in regard to the remuneration of managerial persons. 5. Understand the difference between Managing Directors and Board member Directors

8 PART V - COMPANY MEETINGS Company Meetings 1. Define Company Meeting. Describe various kinds of meetings 2. Understand one Man Meeting 3. Understand the Board of Directors meeting. Describe various legal provisions regarding this 4. Describe the various types of shareholder meetings held in a 5. Define quorum 6. Describe the various requisites of a valid meeting 7. Define proxy. Describe the various statutory provision regarding proxies 8. Describe how the chairman of a general meeting of a may be duly appointed. Describe his duties. Describe what powers have been given to him by law to perform these duties 9. A. Describe the requirements of the Companies Laws regarding the keeping of the minutes of a meeting B. Describe the rights of inspection of minutes given to the members C. Can a rely on a resolution of which no record has been made in the minutes D. Can an extra ordinary general meeting of a be held at any time on any day including a Public holiday of after working hours? Company Resolutions 1. Describe the different types of resolutions which may be passed in a meeting of the shareholders 2. Describe the differences between a special resolution and a resolution requiring special note; describe the purposes for which a special resolution may be required 3. Describe what type of resolutions of a or its Board of Directors, as well as what type of agreements made by a may require registration with the Registrar of Companies PART VI - FINANCIAL OBLIGATIONS Accounts and Audit 1. Describe the provisions of the Companies Act relating to the maintenance, inspection, authentication and filling of accounts 2. Describe the books of account required to be kept by a and where

9 3. Describe the persons who can inspect these books 4. Understand the differences between annual returns and annual accounts. 5. Describe the matters which are required by law to be mentioned in the Directors' Report 6. What are the provisions of the Companies Laws relating to the qualifications, appointment, remuneration and removal of auditors 7. Understand the provisions for the appointment and/or reappointment of the auditors by: (i) A new appointment of first auditors. (ii) A public where public financial institutions/government etc., hold not less than twenty-five per cent of the subscribed capital. (iii) Government companies 8. Describe powers and duties of auditors 9. Understand the powers, duties and liabilities of an auditor under the Company Laws PART VII - MAJORITY RULE AND MINORITY PROTECTION Prevention of Oppression and Mismanagement 1. Describe the provisions of Companies laws for the prevention of oppression and mismanagement in a 2. Understand Majority rule with reference to oppression and mismanagement in a. 3. Describe remedies available to the minority shareholders of a against oppression and mismanagement 4. Understand whether it is competent for the majority shareholders to apply to the court for relief against the oppression by the majority shareholders 5. Understand when oppression or mismanagement can be raised as a complain 6. Describe the powers of the Government to prevent oppression or mismanagement of the 7. Company, emphasizing the criteria by which the Government should be satisfied for exercise of the powers 8. Describe the procedure for applying to the Registrar for Relief in Cases of Company Mismanagement/Minority Oppression 9. Describe the procedure for applying to Applying to the Registrar to Prevent Instances of Company Mismanagement/Minority Oppression 10. Describe the procedure for Filing a Petition with the Registrar to prevent Change in the Board of Directors Likely to Affect Adversely a Company

10 PART VIII - BUSINESS REORGANIZATION Introduction 1. Business Reconstruction 2. Mergers 3. Takeovers 4. Defunct Companies Conversion of Companies 1. Understand the procedure for converting a Private Company into a Private one 2. Understand the procedure for converting a Public Company into a Private One 3. Understand the procedure for converting Company a Subsidiary of another Company PART IX - LIQUIDATION PROCESS AND LIQUIDATION OFFICERS Winding Up 1. Understand the notion of winding up of a 2. Distinguish between winding up and dissolution 3. Describe the various modes of winding up 4. Understand the grounds on which a may be compulsorily wound up 5. Describe who may be authorized to make and application to the court for the winding up of a 6. Describe the circumstances under which the court will order compulsory winding up of a 7. Describe the circumstances under which the court will order compulsory winding up of a Just and Equitable 8. Describe the circumstances under which a may be wound up by the court 9. Describe who may be entitled to file a petition for winding up of a 10. Describe the ordinary powers of the court making an order for the winding up of a. Describe the effect of a winding up order passed by the court. 11. Understand who may serve as an Official liquidator. Describe his powers and duties

11 12. Describe the circumstances under which a court may consider it to be Just and Equitable to order for the winding up of a 13. Describe the circumstances under which a be wound up voluntarily 14. Define the term declaration of solvency and describe how it may affect the voluntary winding up of a 15. Describe the consequences of voluntary winding up of a 16. Understand the provisions of the Companies Laws, as applicable to a members voluntary winding up 17. Understand the provisions of the Companies Laws, as applicable to a creditors voluntary winding up 18. Distinguish between members voluntary winding up and creditors voluntary winding up. 19. Describe the circumstances under which the court may order for the winding up of a under its supervision 20. Demonstrate sufficient understanding of the following: a. Compulsory winding up b. Voluntary winding up c. Winding up under the Supervision of the court d. Liquidator e. Contributory 21. Define a defunct. Understand the statutory provisions regarding striking off the name of a from the register 22. Describe who may apply and within what time period for the restorations, once a defunct has been removed from the register 23. Describe the circumstances under which a defunct may be wound up. Understand the powers of the court in this regard 24. Understand the effects of a restoration order > Continue Reading

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