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Chapter 1: Separate Legal Entity: Company Law - Statute List

This document provides a summary of key provisions in company law statutes relating to different chapters, including: types of companies; incorporation; pre-incorporation contracts; piercing the corporate veil; shareholders; directors' duties and liability; protection of the minority; shares; capital maintenance; and financial assistance. It outlines requirements for incorporation, constitution and alteration of a company's memorandum and articles, as well as powers and duties of directors, shareholders' rights, procedures for share transfers and buybacks, dividend restrictions, and prohibitions on financial assistance for share acquisitions.

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85 views4 pages

Chapter 1: Separate Legal Entity: Company Law - Statute List

This document provides a summary of key provisions in company law statutes relating to different chapters, including: types of companies; incorporation; pre-incorporation contracts; piercing the corporate veil; shareholders; directors' duties and liability; protection of the minority; shares; capital maintenance; and financial assistance. It outlines requirements for incorporation, constitution and alteration of a company's memorandum and articles, as well as powers and duties of directors, shareholders' rights, procedures for share transfers and buybacks, dividend restrictions, and prohibitions on financial assistance for share acquisitions.

Uploaded by

enenre
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as DOCX, PDF, TXT or read online on Scribd
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COMPANY LAW - STATUTE LIST

Chapter 1: Separate legal entity


Types of companies
s17(2): Limited (shares or guarantee) or unlimited
s17(3), (4): Max no tt a partnership can have
Incorporation
s19(1)
s19(5): effect of incorporation
s41(1), (2): Pre-incorporation contracts
Statutory veil-piercing
s144(2)(c): Signing or issuing without company name
s339(3) + 340(2): No reasonable expectation of debts being paid
s340(1): Responsibility for fraudulent trading
s403(2)(b): Paying dividends without available profits
s401: False and misleading statements
s404: Fraudulently inducing persons to invest money

Chapter 2: Constitution of the company


Requirements for incorporation
s20A: Min of one member
s19(1): Lodge memorandum
Info in a Mem
s22(1): Name, Type of Co and particular of subscribers
s23(1): Object clauses optional
s33: Alteration of object clauses by special resolution
Alteration of Mem
s26: By special resolution
s26A: Entrenched provisions
Articles
If Co. does not write in articles, Table A will be adopted
S37: Alteration by special resolution
S39: A form of statutory contract

Chapter 3: Agency
Art 93: Board may delegate power to one MD
s25: Ultra vires transactions prima facie not invalid
o 25(2)(b): section may be relied upon in action against wrongdoer
s25A: doctrine of constructive notice redundant

Chapter 4: Shareholders
S. 157A: Management vests in Dirs
S. 152: Removal of directors (for public Co only)
S.37: modification of articles is by special resolution
S 184: definition of special resolution
Acts which need S/H approval
S. 160: Disposal of the whole or substantially the whole of a Cos undertaking.
S.161: Directors exercising power to issue new shares
S.168 (1): Retirement payment for a director
S. 169: Providing or improving directors emoluments
Types of Meetings
o S.174 statutory meeting

o S. 175 AGMs
o S.175A private Co. may do away w AGMs
o S. 176 Requisition EGM
o S. 177 Members call EGM
o S 185 Special notice
o S 152 - Removal of Dir in Public Co
o ss 387A, B giving notice by email
Quorum
o s 179(1)(a): Min quorum = 2
o * s 392: Saving provision for procedural irregularity
o S 184G: 1- member Co
o S 182: Court can compel mtg
Voting
o S 180 (2): Every member has right to vote
o s 181: Voting by proxy
o S 178(1)(b)]: Members can demand poll (for ord res)
o s 184(4)]: Members can demand poll (for spec res)
o s 178(1)(c)]: Deposit of proxy forms with Co
o s 181(5)]: Dirs soliciting for votes
Procedural irregularity
o s 392: Procedural irregularity prima facie not invalid
Passing written resolution in private Co
o ss 184A F
s184A(2): Written resolution cannot be used for any resolution where Special Notice is required

Chapter 5A: Directors and Officers of the Co


Definition of officer
s4(1)
Distribution of power btw Board and S/Hs
o s. 157A: Management vests in the Board
Acts which need S/H approval
S. 160
Disposal of the whole or
substantially the whole of a Cos
undertaking.
S.161
Directors exercising power to issue
new shares
S.168 (1) Payment to Dir for loss of office
S. 169
Providing or improving directors
emoluments
Appointment of Dirs
o Arts 63 69 + See my notes at 3.2
o s152: Dirs in public Co. can always be removed
s150(1): Dirs must be appointed in separate resolutions
s151: Acts of an invalidly appointed Dir are still valid
Qualification of Dirs
o Substantive
o s145(2)
o Art 72(3)
o Procedural
o s146(1A)
o Art 71
o Auto-vacation upon disqualification: Art 72
o s153: Age limit of Dirs

Compensation for loss of office


o s 168: Not allowed unless w S/H approval + exceptions (see notes at 4.4)
Dirs emoluments
o s341(2): Emoluments paid prior to winding up may be clawed back

Chapter 5B: Directors Duties


Directors duties
s157: Diligence and honesty
o s157(2) Officers owe limited fiduciary duties too
Disclosure
o s. 156: Disclose interested transaction
s156(5): Codifies the double employment rule
o s158: Nominee may share info with principal if Board approves
Exemptions from liability
o s 172: Not allowed with exceptions
Court has discretion to grant relief
o s391

Chapter 6: Protection of the Minority


Common law derivative action
s392: Does it cause substantive injustice?
Statutory derivative action
o s. 216A(1): Persons qualified to bring the action
o 216A(3): Requirements tt must be satisfied before mounting the action
o 216A(5): Ct may make any order it thinks fit
o 216B: Ct may have regard to the quality of ratification and not mere fact tt act has been ratified
Oppression
o s 216(2): Ct may make any order it thinks fit
Just and equitable winding up
o s254
o s257: Ct can vary the terms of winding up order

Chapter 7: Shares and Debentures


Types of shares
s64: In public Co, 1 share = 1 vote
s18(1)(b): Private Co cannot have more than 50 members
Share Transfer
o s. 130: Co has 1 mth to complete transfer
s.130(3): Sue to compel Co to transfer shares
s.194: Ct can rectify the Register
o s. 128: Dirs must explain reasons for refusal
Registration of Charges
o s 131(3): List of charges tt must be registered
o s.134: Certificate of Registratn is conclusive evidence tt Reg req are complied w

Chapter 8: Capital Maintenance


Capital Reduction
o s. 78A(1): Defines the 3 methods of capital reduction
o s. 78G: Court-order method of getting approval
78G(1): Special reso + Ct order
78H: list of qualifying creditors
78I: Conditions for approval
o s. 78B F: New solvency-test method
78B: Private Co
78C: Public Co
78D: Challenge by creditors
78F: Court will cancel the resolution
o s 7A: solvency statement

Share buyback
o 76(1)(b)(i): Co. is not permitted to acquire shares in itself or holding Co.
o S76B: General rules for all buyback
78B(1): Express authorization by articles
76B(3B): Max 10% treasury shares
s 4(1): Defines treasury shares
o 76C: Off-market purchase on equal access
Ordinary reso
o 76D: Selective off-mkt purchase
Special reso
o 76E: Mkt purchase
Ordinary reso
o 76DA: Purchase under contingent-purchase scheme
Special reso
o 76F: Solvency requirements must be met [this is not s7A solvency statement]
Co. declaring a dividend
o s403: Dividends only when there is profits
Financial assistance
o s76(1)(a): Financial assistance is prohibited
for the purpose, or in connection with, the acquisition of a Cos shares
76(2): inclusive defn of financial assistance
76(3): defines for the purpose of
76(4): defines in connection with
o 76(9A): Asst < 10% of total paid up capital
o 76(9B): Asst > 10% of total paid up capital
o 76(10): Old method creditors or member may object in court
Co lending on security of its own shares
o 76(1)(C): strictly prohibited, no exceptions

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