14 The company form 1 Introduction
A company is an example of a 'corporation'.
There are two types of corporation:
1.1 Sole: where a person has a separate legal identity because they occupy a certain office. (eg Lord Mayor of London).
1.2 Aggregate: where a number of persons are associated so as to form a separate legal entity.
There are three types of corporation aggregate
(a) Chartered – formed by Royal Charter.
(e.g. BBC)
(b) Statutory – formed by Act of Parliament.
(e.g. British Coal)
(c) Registered – formed by registration under the Companies Act.
(e.g. BPP Holdings plc).
2 Types of company
2.1 Limited by shares
Members' liability is limited to the amount unpaid on their shares.
2.2 Limited by guarantee
(a) Members' liability is limited to such amount as they "undertake to contribute to the assets of the company in the event of its being wound up".
(b) Guarantee companies are typically charities.
They have the advantage of not having to include the word "limited” in the name, although it still must appear on some business documentation.
2.3 Unlimited
(a) Members' liability is unlimited.
(b) Benefit to member is privacy as accounts must be prepared and audited but need not be filed.
2.4 Change of status
(a) A company may change from limited to unlimited or vice versa, but once re‑registered may not change back again.
(b) s.49 CA 1985. A limited company may re‑register as unlimited.
(100% majority required)
(c) s.51 CA 1985. An unlimited company may re‑register as limited.
(special resolution)
Private/Public/Listed
2.5 Private
Tend to be small. They cannot issue shares to the 'public'.
2.6 Public
发表于 2012-2-23 17:09:42
