Contract Obligations When Going Into Business with Partners

7047 Words Apr 22nd, 2012 29 Pages
Table of Contents. Page

Section 1 Memo to Joe Bloggs 2
1.1 Corporate Structure 2
1.2 Formation of a proposed company 2
1.3 Registration 2-3

Section 2 Memorandum of Association 3
2.1 Article of Association 4
2.3 Directors of Company 4-5
2.4 Secretary 5
2.5 Share Capital 5
2.6 Charges 5-6
2.7 Auditors 6
2.8 AGM or EGM 6

Section 3 Any Protection under Irish Company Law 6-7

Section 4 Conclusion` 7

Reference 8

Appendix
Appendix A Company limited by share 9
Appendix B Duties of Shareholders 9
Appendix C Directors/Secretary/ Companies 9-10
Appendix D Directors Responsibilities 10-11
Appendix E Secretary
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(Keenan 2004)

When all fees and documents have been received, examined and approved by the Registrar of Companies, the company is registered and receives a certificate of incorporation, which is conclusive proof of existence of the company.
The consequence of been incorporated is the company in a legal entity can make contracts, can be sued and sue, and can own property. (Durack 2010)

Section 2 Memorandum of Association
Recommend down loading standard format when incorporating. Five compulsory clauses required in the memorandum. 1. The Name clause: set out the company limited by shares followed by the word Limited or Teoranta. The Registrar can refuse to register a name under certain circumstances e.g. already exists, name undesirable, implies connection with government department, local authority or state agency, misleading, includes a registered trademark, without permission of owner. o The name of the company is “ Hurling Company, Limited”

2. The Objective clause: this clause set out the objectives of the company. Where a company subsequently carries out activities which are outside those provided for in the objects clause, it is said to be acting ultra vires (outside it powers) Company cannot have objects which are illegal or carry out illegal activities. o The object of the company is established to manufacture and sales of hurleys and the doing of all such things as are incidental or conducive to
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