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COMPANY WK 1 - Coggle Diagram

- - - - Incorporated Law Society, Trinity College Dublin
  - - - LTD
        
        Liability of members limited to the amount unpaid on their shares
        
        simple Constitution
        
        online CRO
        
        Can dispense AGM
        
        No OBJECTS CLAUSE, unlimited contractual capacity
        
        MEMBERS: min 1, max 149
        
        DIRECTOR: only 1 single director required (separate secretary if so)
    - - DAC or CGA(Irish)
      - Same format as Pre 2014
      - Required: regulated financial institutions
      - Choice: MNC
        
        limit Director powers
        
        Bank may require before lending
      - REASONS
        
        International group
        
        Objects clause to limit directors powers
        
        Regulatory requirements
        
        Secure investment
      - PARTICULARS
        
        2 Document constitution
        
        Objects clause
        
        Members: min 1, max 149
        
        AGM: 1 member can dispense with requirement
    - - PLC
      - List shares on STOCK EXCHANGE
      - MEMO & ARTICLES
      - OBJECTS CLAUSE
      - Members: min 1,(pre 7), no max
      - SHARE CAPITAL: min €25,000 (min 25% paid up
      - No name change
      - Directors: min 2
    - - Memorandum & Articles of Association & Objects Clause
      - Directors: min 2
      - Secretary: no requisite skills required
      - Documents: 2 Memo & Articles of Assoc
      - Capacity: Limited by power is Memo - ULTRA VIRES
      - AGM: Only single members companies can dispense
    - - Certificate of Incorporation - single document
      - NEW TYPE of private company limited by shares or DAC (LTD pre 2014)
      - Choice: Do nothing = become LTD
      - No name change required
      - Director: min 1
      - Secretary: must have requisite skills/qualifications
      - X Ultra Vires
      - AGM: May dispense
- - - - Separate Legal Entity, Salomon Case
  - - - Structural change
      - affects all companies on register
- - - - Company's is ALWAYS UNLIMITED
        
        exceptions
      - Shareholders liability limited to their share values
        
        exceptions!