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Articles of Association: Guidance and Precedents

Articles of Association: Guidance and Precedents

  • 作者:
  • 出版商: Bloomsbury Professional (formerly Tottel Publishing)
  • ISBN: 9781526514325
  • 出版时间 October 2020
  • 规格: Hardback
  • 适应领域: U.K. ? 免责申明:
    Countri(es) stated herein are used as reference only
HKD 2,080.00
发货时间:大约 4-5 weeks
Extra 2-10 working days if shipping address outside Hong Kong
Free delivery Hong Kong?
Hong Kong: free delivery (order over HKD 1000)
  • 描述 
  • 大纲 
  • 详细

    Nearly four million companies incorporated in the UK allow their constitution or company rule book to be dictated by the standard Articles of Association. Designed to aid professional advisers, directors and shareholders make better decisions about any company's constitution, this book provides:

    • The background to the articles of association, the Company Law act 2006, business structures and their needs
    • A review of the case law and the implications for amending the articles of association
    • A detailed analysis of the default Articles of association proscribed in The Companies (Model Articles) Regulations 2008 Table A
    • A guide to drafting articles of association, real life examples and discussions on why companies should adapt Table A to suit specific company requirements

    Solicitors and accountants will have the tools to confidently advise clients on how the articles of association impacts on the company and with clever drafting how the constitution of the company can be amended to provide clear provisions to suit its strategic position. For those who may wish to consider changing the constitution of their own company, the book is full of practical examples, together with do's and don'ts, and illustrations and full procedures for trustees, family investment and property companies providing guidelines for minority shareholders, investors and directors.

  • Chapter 1. Introduction:
    Company Law
    Tax, CGT and Corporation Tax
    Current Legislation
    Chapter 2. Incorporation and the Company:
    Brief History of the Limited Company
    Overview to Incorpration and Legal Entity
    Five Types of Company
    Limited/Unlimited by Share Capital
    Chapter 3. Articles of Association Background:
    History - The Joint Stock Companies Act, 1856
    Latest model articles
    For companies incorporated before 28 April 2013:
    For companies incorporated on or after 28 April 2013:
    Model articles for private companies limited by shares
    Model articles for private companies limited by guarantee
    Model articles for public companies
    Chapter 4. Shareholders:
    Articles of Association impact on shareholder rights
    Shareholder Rights. Dividends, Voting, Winding Up
    Democracy of the Company
    Voting Rights
    Special Resolutions - Ordinary Resolution and a Special Resolution.
    Altercations of Class Rights
    Chapter 5. Case Law Review:
    Review of the leading test cases, implications on the articles of association
    Chapter 6. Amending the Articles of Association:
    Part A - Overview
    Why change?
    Key Arears to Review & Amend
    Drag Along, Tag Along, Bad Leavers, Shareholders & Prescribed Particulars
    How to change?
    Special Resolution
    Chapter 7. Article of Association Worked Examples:
    Introduction BPR, when BPR in not available
    Practical Do's & Don'ts (based on case law)
    ABC Ltd
    XYZ Ltd
    Family Investment Companies
    Freezer Shares and the importance of amending Articles of Association
    Succession and IHT Planning

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