ILEC - Lesson 4

(UK LAW) in the UK, one of two documents which form the constitution of a company. It sets out the important elements of the corporation, including its name, address, objects and powers

The Directors may exercise the powers given by Clause 3 of the Memorandum of Association of the Company.

The company's articles of association contain details of the scope of the directors' authority to issue new shares.

a document outlining the rules governing a company's internal organisation

The firm will amend its Articles of Incorporation to reflect the reclassification of shares and the denial of pre-emptive rights to shareholders.

(usually) Articles of Incorporation one of the legal documents that must be prepared when a company is formed. It includes the name and address of the company, the purpose of the company and details on how many shares can be issued.

a clause in a company's memorandum of association that states the amount of the company's equity and its division into shares

The bill outlines a new form of business entity, the incorporated business firm (IBF), which would require simpler constitutional documents than those necessary for a limited liability company.

documents that define the existence of a legal entity and regulate the structure and control of the entity and its members.

Smith filed for and received a Certificate of Incorporation from the Idaho Department of State.

a document issued by a governmental authority granting a company status as a legal entity

The sale of financial instruments is a proper corporate purpose.

the aims or objects of a business entity

The liability of the limited partners is limited to the amount of their respective contributions.

an amount of money that you give to help pay for something

A private limited company cannot sell its shares on the stock market.

a company where the liability of the owners is limited to their shareholdings and where the shares may not be offered for sale to the public through a stock exchange

the number of shares held by parties other than the company; shares held by investors

the number of shares held by parties other than the company; shares held by investors

Each director held 1,000 ordinary shares in the company.

a type of share that gives voting rights and pays dividends, and which is the most common form of share. Ordinary shares do not give the holder any preference rights in the payment of dividends or the distribution of assets

The company’s issued stock amounts to GBP 7.5 million.

shares that have been sold or otherwise distributed by a company

The shareholders voted to increase the company's capital stock.

the maximum number of shares authorised by a company's charter

The London Stock Exchange requires listed companies to have freely transferable shares.

a share that can be offered for sale to the general public; a share that can be sold without any restrictions

The new shares will increase the total share capital to $15m.

the money that a company has from investors who have bought shares

The deal involves the acquisition of 80% of the shares in the company.

the act of gaining possession of something; the purchase (=buying) of an asset; the purchase of one company by another company

The UN Security Council will vote on the draft resolution on Tuesday.

an official decision taken at a meeting; the expression of opinion or will of an official body (eg shareholders' meeting, Board of Directors' meeting, etc) by vote

British banks issue preference shares that are similar to US preferred stocks, which pay fixed dividends.

share carrying rights of priority as to dividends and voting as well as priority over other shareholders in a company's winding up

Shareholders will receive one capitalisation issue share for every 40 ordinary shares they hold at close of business on 7 November 2009.

when money from a company’s reserves is converted into issued capital and distributed to shareholders instead of a cash dividend

The safest, western government-backed treasury securities have seen the biggest gains.

a financial asset such as a share or a bond; the certificate that shows you own this financial asset

Pursuant to the initial public offering, 1,000,000 new shares in the company were issued to subscribers.

a shareholder, especially one who has bought (or will buy) newly issued shares in a company

The company paid a dividend of £5 per share.

a distribution of profits payable to shareholders in accordance with their shareholding

Shareholders of this company have preemption rights which entitle them to first call on secondary share offerings.

entitlements of existing shareholders to buy shares before they are offered to third parties

In order to change the name of the company, a special resolution was passed.

a resolution passed by a majority of not less than three-quarters of shareholders at a company general meeting

Under the rights issue, 34 million New Ordinary Shares are being offered to Shareholders at 10c per share.

offer of shares to existing shareholders in proportion to how many shares they already own

The company issued a number of debentures during the beginning of the year in order to raise more funds.

in the UK, written acknowledgment of debt, secured on the assets of the company

The loan was secured with a floating charge over the companies assets.

a continuing charge on assets which allows the grantor to deal with those assets freely

Assets subject to a fixed charge cannot be sold without the bank's consent.

in the UK, a charge attached to specific assets which prohibits dealing with those assets without the creditor’s consent

The company accounts over the previous four years had not shown the true state of its huge indebtedness.

the state of owing money to a person, business, organisation or other entity

Investors who wish to remain anonymous may take advantage of our nominee shareholder service.

the registered owner of shares in held on behalf of another person