UNIT 9. COMPANY LAW. Incorporation of a Company. Structure of a company. Insolvency

1. UNIT 9 TOLES
FOUNDATION
THE LANGUAGE OF COMPANY LAW
EQUIPO DE TRABAJO EN INGLES JURIDICO
E.T.I.J.
PEREZ DEL VISO/ MUÑOZ LUNA
SEMINARIO DE INGLES JURIDICO U.C.C.
SETIEMBRE 2016

2. CONTENTS OF THIS UNIT
• Company structure (shareholders, directors,
auditor, creditor, debtor, secretary, etc).
• Areas of Company Law. (Raising finance,
restructuring companies, director and
shareholders´ agreements, merger and
acquisition, Incorporating companies).
• Directors (Executive, non-executive and shadow
director; appointment and removal; conflict of
interest).
• Company meetings (board and co.meetings,
annual general meeting and extraordinary general
meeting. Minutes. Quorum. Proxy. Voting
methods).

3. COMPANY MEETINGS
VOCABULARY
Resolutions. (Pass a resolution; carry a resolution; the resolution is passed
unanimously)
Motions (a proposed resolution)
Ordinary resolutions (they need a simple majority of 50% of people who are
voting to agree in order to pass them)
Special resolutions (they need a majority of at least 75 % of people who are
voting to agree in order to pass them).
Written resolutions (in Private limited Co: Shareholders can make lots of
decisions by using written resolutions) (saves time and money)
RULES: “Statutary rules”(Law) and
rules from the Articles of Association
**Send a notice of the meeting to the shareholders;
** Give the shareholders the correct number of days´notice.

4. COMPANY FINANCE
• A company has ASSETS.
• To expand the business, the company may
need to borrow money, to finance the
expansion.
• The Co. applied for a loan from a Bank.
• The bank agreed to lend the co. that money;
but the bank wanted a guarantee from the
Company; it demanded a fixed charge over the
Company´s assets, and the Company granted a
mortgage to the bank over the factory.

5. CLOSING A COMPANY
• The Registrar of Companies House has the
power to remove or strike off a company from
the register of companies. The Co.is dissolved.
• The shareholders may wish to close the
company; in that case shareholders have to
liquidate the company.(formally close the co).
TYPES OF LIQUIDATION
Voluntary liquidation: The sh.h. pass a resolution to wind up the company
(liquidate or close the co.); the company has enough money to pay all debts.
Compulsory liquidation: When the co. Cannot pay its debts; a creditor files a
petition to a Court to wind-up the Co. The Court makes an order an appoints a
liquidator and starts the process of liquidation.

6. SOURCES
• “The Lawyer´s English language
Coursebook” by
• Catherine Mason. 2nd Edition.