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Company Precedents

AuthorC G S Smith
PublisherSweet & Maxwell
Company Precedents Looseleaf + CD£616+VAT
Service3 updates p.a. Updates are charged by release.

Features

Company Precedents (formerly known as Company Procedures Precedents) has been revised and enhanced in light of the new Companies Act 2006. It provides a system for undertaking key corporate transactions, and covers the wide-ranging registration requirements of company legislation.

Company Precedents has been written for the practitioner. It serves as a useful tool in everyday practice and helps ensure compliance with legislation. The checklists, system guides to procedures and hundreds of precedents make up the heart of this work, which comes with an electronic CD-ROM version.

Major changes covered

  • Company Act 2006 reforms
  • A review of the newly codified general duties of directors in the Preliminary section, where much other reform is also discussed
  • The new draft Model forms of constitution for private, public and guarantee companies
  • Precedent constitutions for special types of company spawned under legislation since the Companies Act 1985
  • Various articles of association, including for charitable companies, drafted according to the Companies Act 2006
  • Precedents suitable for electronic communication
  • Precedents tailored to the amended system of re-registration of companies
  • Precedents for the new system of administrative restoration
  • Substantial enlargement of the section on management of share capital
  • Precedents for the new system of limitation of auditor's liability
  • Creditors' claims for reflective loss

Contents

Administration

1 Incorporation (company formation)

2 Incorporation of existing business

3 Delegation of management

4 Annual general meeting

5 Extraordinary general meeting

6 Classholders' meeting

7 Branch and business place registration, and business immigration

8 Offshore incorporation

9 Dormant registration, and change of accounting reference date

10 Resolutions, conformity, and ratification

11 Change of name, and omission of 'Limited'

12 Acquisition of business assets

13 Transformation between a company and statutory society

14 Change of objects, and articles of association

15 Re-registration as private

16 Re-registration as public

17 Re-registration by unlimited company as private

18 Re-registration by unlimited company as limited by guarantee

19 Re-registration by limited company as unlimited

20 Change of registered office

21 Limited liability partnership

22 Stamp duty intra-group relief, and security document replacement

23 Company voluntary arrangement

24 Restoration of a companym

25 Winding up by creditors

26 Winding up by members, and striking off

Shareholders

27 Management of capital

28 Increase of shares

29 Sale of shares

30 Issue of shares

31 Reconstruction

32 Purchase of own shares

33 Redemption of shares

34 Assisted purchase of own shares

Officers

35 Change of directors, and company secretary

36 Change of auditor

Loan Capital

37 Issue of debentures

38 Transfer, conversion, and redemption of debentures

39 Debenture holders' meeting

40 Administrative receivership

41 Administration

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