This lecture has been prepared by Ammar Younas, Senior Lecturer in Commercial Law at Westminster International University in Tashkent for the Class of 2019-2020 Introduction to Business Law.
5. The History of
Modern Company
Law in England
• 1844 – Joint Stock Companies Act
was passed. The Act provided for
the first time that a company could
be incorporated by registration
without obtaining a Royal Charter
or sanction by a special Act of
Parliament.
• The office of the Registrar of Joint
Stock Companies was also created.
But the Act denied to the members
the facility of limited liability.
• The English Parliament in 1855
passed the Limited Liability Act
providing for limited liability to the
members of a registered company.
The act of 1844 was superseded by
a comprehensive Act of 1856,
which marked the beginning of a
new era in company law in England.
• Companies Act 2006
11. A company is a legal entity established with
the voluntary association of People to
function a business.
The business can be commercial or industrial.
A company can be owned by a
single individual or by a group of people with
similar intentions.
A company (Often) is itself an artificial person
distinct from the person who owns it.
12. Public Limited Company (PLC)
Open to Public for Ownership (Anyone
can buy shares in company’s stocks)
It is Public and Limited
13.
14.
15. Private Limited Company by shares (LTD)
• It is owned by an NGO, or a small number of share holders and the
sale of company is handled privately.
• An individual is only responsible for the Business’s financial liabilities
to the extent that they invested in the company.
16. Company Limited by Guarantee
• A Group of members who act as guarantors and agree to contribute a
nominal sum towards the winding up of the company
17. Unlimited Company (Unltd)
• There is no formal restriction on the amount of money that
shareholders have to pay if company goes into formal liquidation.
• In case of a formal liquidation, the shareholders are responsible for
completely setting the company’s outstanding financial liabilities.
18. Limited Liability Partnership (LLP)
• They are not legally treated as partnership in UK
• For a Business to be a LLP, some or all of the partners have to have
the limited liabilities which means that they are only responsible for
their own misconduct, rather than being responsible as a collective.
• Partners can directly manage the company. In other types, the
shareholders have to vote to elect a BOD and the Board employs
other people to manage the company.
19. Community Interest Company
•Objective is not to maximize profit
•Money earned is not distributed but spent on
the community
•Profit earned can be used for the improvement
of the company
20. Industrial and Provident Society (IPS)
•Since 2014, they have been replaced everywhere
in the UK, except Northern Ireland, by newer
types like the community interest companies
and by other names such as cooperatives and
community benefit societies.
21. Royal Charter (RC)
•Its mean that It has been granted power
or a right by the monarch.
•Once upon a time, all companies had to
be approved by the monarch
25. Classification of company
Three characteristics of a company determine which types it is:
1. Whether members have limited or unlimited liability;
2. Whether company is public or private; companies whose members have
unlimited liability must be private company;
3. Whether company does or does not have a share capital; company without a
share capital must be a private company
26. Limited Co v Unlimited Co
• A limited company in the UK is a company, whose liability is limited by law.
• An unlimited liability company is a company where the liability of members for the
debts of the company are unlimited. Today these are only seen in rare and unusual
circumstances.
27. Public Co v Private Co
• Public companies (or publicly traded corporations) are companies whose shares can be
publicly traded, often on a regulated stock exchange.
• Private companies (or closely held corporations) do not have publicly traded shares,
and often contain restrictions on transfers of shares.
• Closely held corporations do have some advantages over publicly traded corporations.
A small, closely held company can often make company-changing decisions much more
rapidly than a publicly traded company.
• The type of a private company is usually chosen by businesses that are owned by
members, who do not want any external person in the conduct of their business.