Professional Documents
Culture Documents
Multi Part Verb
Multi Part Verb
Law notes
Characteristics of a limited liability company
■ A limited company has a separate legal personality in law (as established by case of
Salomon v Salomon 1897)
■ A company is owned by shareholders, management decisions primarily being made by
directors
■ Shareholders (members) and directors have limited liability
■ A company must be registered at the Companies Registry (based in Cardiff for compa-
nies incorporated in England and Wales and in Edinburgh for companies incorporated
in Scotland)
■ A company comes into existence upon issue of a certificate of incorporation
■ Documents required to form a company: Memorandum of Association; Articles of
Association; Form 10; Form 12
■ Memorandum of Association indicates: the name of the company; whether it is a
private or public limited company; the objects of the company (which state the purpose
of the company and the scope of its legal capacity to conduct business with outside
parties)
■ Articles of Association provide a set of internal company rules
■ A shareholder’s personal liability is limited to paying fully for shares held
■ A company’s nominal (or authorised) share capital refers to the quantity of shares a com-
pany is authorised to issue (as indicated in the company’s Memorandum of Association)
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■ A company’s issued share capital (also known as allotted share capital) refers to the
value of shares actually issued (or allotted) to shareholders
■ A company’s paid-up share capital refers to the amount of the total (nominal) value of
the issued share capital actually ‘paid-up’ by shareholders
■ There are various types of shares which a company can issue, including:
1. ordinary shares – usually carrying voting rights and a right to any dividend declared
by the company (i.e. share of any profits made by the company)
2. preference shares – which do not carry voting rights (referred to as non-voting
shares) but provide priority (i.e. a preference) to payment of a dividend
■ Continuing duty on company to maintain annual accounts and to file annual accounts
with Registrar of Companies
Grammar notes
Multi-word verbs
Multi-word verbs consist of a verb and at least one particle. A particle is a word which
would be a preposition or an adverb in a different context. In this chapter you have
encountered several examples of multi-word verbs such as those in:
enter into a contract; comply with the requirements; subscribe their names to.
Multi-word verbs come in four categories:
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