This document summarizes key concepts in company law. It explains that to form a company in the UK, constitutional documents like the memorandum of association and articles of association must be filed along with a fee at Companies House. A company is incorporated once a certificate of incorporation is issued. In the US, requirements vary by state but generally involve filing documents like a certificate of organization. The document also outlines directors' duties of care and fiduciary duty to act in the company's best interests. It defines key terms like auditor, company secretary, director, and shareholder.

1. UNIT 7. COMPANY LAW
(BUSINESS LAW)
31 AUGUST 2018. UNIVERSIDAD CATOLICA DE CUYO/ ETIJ.
DRA ADELA PEREZ DEL VISO

2. COMPANY FORMATION
• CONSTITUTIONAL DOCUMENTS OF A COMPANY (WITH SOME
STATUTORY FORMS) HAVE TO BE FILED (PLUS A FILING FEE), at
COMPANIES HOUSE.
• CONSTITUTIONAL DOCUMENTS:
• A) MEMORANDUM OF ASSOCIATION: objects of the Company,
authorised (or nominal) capital.
• B) ARTICLES OF ASSOCIATION: Provisions for the internal
management of the Company. Ex: Shareholders` anual general
meetings or AGMs and Extraordinary meetings; the board of
directors; corporate contracts and loans.
• Then, a Company is finally formed when a Certificate of
Incorporation is issued by the appropriate governmental authority
(COMPANIES HOUSE)

4. IN THE U.STATES:
• It depends on every State.
• In Massachusetts for Example:
• “I have to file the certificate of organization with the Corporations
Division” (source: Secretary of the Commonwealth of Massachusetts)
https://www.sec.state.ma.us/cor/corpweb/corllc/llcinf.htm

5. DIRECTOR`S DUTIES.
• The duties owed by directors TO a Company can be classified into
two groups.
• -- DUTY OF CARE- It requires that the directors must exercise the care
of an ORDINARILY PRUDENT AND DILIGENT PERSON under the
relevant circumstances.
• --FIDUCIARY DUTY. It stems from the position of trust and
responsibility entrusted to directors. Many aspects: The director
must act in the best interests of the Company and not for any
colateral purpose. (COMPLIANCE…)
• Courts are generally reluctant to interfere, provided the relevant act
or omission involves no fraud, illegality or conflicto of interest.

6. COMPANY`S ACCOUNTS
• BALANCE SHEET
• PROFIT-AND-LOSS ACCOUNT
HEALTHY PROFITS MIGHT LEAD TO A BONUS OR CAPITALISATION ISSUE TO THE SHAREHOLDERS.
ON THE OTHER HAND, CONTINUOUS LOSSES MAY RESULT IN INSOLVENCY AND THE COMPANY GOING INTO
LIQUIDATION.

7. Match the concept with the definition
• 1 Auditor
• 2 Company secretary
• 3 Director
• 4 Liquidator
• 5 Managing director
• 6 Official receiver
• 7 Promoter
• 8 Proxy
• 9 Receiver
• 10 Shareholder.
• A.Person appointed by a shareholder to attend and vote
at a meeting in his place.
• B.Director responsable for the day-to-day operation of the
Company
• C. Person elected to manage the Co. And decide policies
• D.Person engaged in taking the initiative to form a
Company (arranges capital, obtains personnel, files
documentation)
• E. Person appointed to examine the Co`s accounts and
report to the shareholders
• F. Company`s chief administrative officer (accounting and
finance duties, administration, compliance, etc)
• G. Member of the Co.due to shares.
• H. Officer of the court who acts as a liquidator of a Co.
• i. Person appointed by creditors to oversee the repayment
of debts
• J. Person appointed by a Court, the Co. Or the creditors, to
wind up the affairs of the Co.

8. AN INFORMAL PRESENTATION
• Remember: A simple but effective structure divies information into
three parts:
• 1) Introductory remarks
• 2) Main points
• 3) Concluding statement.

9. THANK YOU !
• SOURCES: Krois Lindner Amy and Translegal.
• International Legal English. (2nd ed) Cambridge U.P.