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CONSTITUTION DOCUMENTS WK 3 PART 2 - Coggle Diagram
CONSTITUTION DOCUMENTS WK 3 PART 2
DAC
CONSTITUTION
MEMO
Regulates
EXTERNAL
activities
Name of Co
State: co is DAC private limited by shares or guarantee & having share capital
OBJECTS
Liability of members
limited
Proposed
SHARE CAPITAL
Limited by
GUARANTEE
PROPOSED SHARE CAPITAL
Amt each member
UNDERTAKES TO CONTRIBUTE ON WINDING UP
ARTICLES
INTERNAL
Management regulations
RIGHTS of SHAREHOLDERS
Power to BIND
depends on
authority conferred
upon Directors
PLC
MEMO
Name
Part 17 of 2014 Act
Objects
Limited Liability
Share Capital minimum 25,000; division into shares of a fixed amount
ARTICLES
may include statement - 2014 Act provisions adopted
power to bind company depends on authority conferred upon directors
Rules and Regulations - internal mgt and shareholder rights
CLG
memo similar to PLCs
name = CLG
no share capital, share capital clause X apply
set out in form of schedule 10
ULCs
part 19 of Act
ULC
ULC private
PULC public no share capital
memo varies depending on company type
constitution
ULC and PUC memo contain usual clauses, unlimited liability, schedule 11 and 12
PULC similar to UC, no statement dealing with share capital
no share capital, schedule 13
NAME CLAUSE
every company
ensure parties know its nature
Ltd
DAC
PLC
CLG
ULC
OBJECTS CLAUSE
NOT REQUIRED FOR LTD
PRESCRIBES PERMISSIBLE ACTIVITIES
consider carefully
investors know company's field of enterprise and assess risk involved
limits company's contractual capacity
directors know contractions that bind without breaching duties
any object provided its legal
act WITHIN
wide variety usual
can alter by special resolution of members
LIMITED LIABILITY CLAUSE
no alteration
EXCEPT written consent of members
provides no member liable to contribute to debts and liabilities on winding up, to a sum > amount unpaid on their shares
contain statement member liability is limited
AUTHORISED SHARE CAPITAL CLAUSE
all other companies - clause - total amount share capital and division into fixed amount shares
issued share capital
min 1 share per subscriber
need statement that share capital shall stand divided into shares of fixed amount (time of registration)
minimum public limited company is 25,000
private company limited by shares not required authorised share capital clause (no minimum)
ASSOCIATION SUBSCRIPTION CLAUSE
subscribers usually become members on incorporation
agree to be BOUND to memo provisions and no. of shares
contains witnessed signatures of subscribers
POST INCORPORATION
have common seal
embossed seal, affixed to docs when required
may trade under different name, requirements of REGISTRATION OF BUSINESS NAMES ACT 1963
keep proper books
order note paper
letter heads etc
name plate outside every office where company carries on business
conspicuous position and legible letters
name
affixed outside place of business
engraved on its seal
mentioned on all business docs
INCORRECT USE OF BUSINESS NAME CAN RENDER DIRECTORS PERSONALLY LIABLE
company letterhead particulars
name
registration number
address
name and former names of directors and nationality if not Irish
CONTRACTUAL NATURE OF CONSITUTION
section 31 constitution binds company and members as if it had been signed and sealed by each member
on registration, constitution binds each member
creates enforceable contract
PRE-INCORPORATION CONTRACT
company could not ratify any contracts entered into on its behalf BEFORE INCORPORATION
THIS HAS BEEN CHANGED
"may be ratified by company after its formation"
upon such contract or transaction being ratified, company bound and entitled to benefits as if existed
prior to such ratification, persons acted on behalf of company shall be personally bound by contract and entitled to benefit
if company did not exist, could not enter into contract
includes transactions (conveyances) and not just contracts
ratification usually by board of directors, also members at general meeting or liquidator