Dear Trainee David Kempton of KAL called me today to say that he wants us to incorporate another company for him which he intends to use as the financing company for cars that his customers buy on hire purchase. Essentially as well as buying a car from him they will also get finance to do so from this other company that he will own. I have talked through the process with David and it is more or less in an agreed format. One stumbling block appears to be the fact that David wants KAL to be the only director for the newly formed company, letâ€™s call it NewCo. I am really busy right now but vaguely recall that there was something on this in the Companies Act 2006? David also mentioned that his wife was helping him to run KAL. I have checked the file and she is not registered as a director with the company. I think we need to warn David about the implications of this for his wife. I told David I would get back to him later today. Can you draft me a letter dealing with these two issues that I can e-mail to him. You should make sure that I donâ€™t have to make any amendments to it as I wonâ€™t have the time. Thanks A Principal Only 1000 words Dear David
As we had a discussion over the telephone and you had put forward a demand of another company to use that company as the financing company for cars so that your customers can buy on hire purchase. We had a long discussion about the process on which you were agreed. Thereâ€™s a thing that should be taken in attention is about the Companies Act 2006 clauses for the new company and the owner ship rules under the law. For the new company, the Companies Act 2006 has following clauses:
- A company is formed under this Act by one or more personsâ€”
- Subscribing their names to a memorandum of association (see section 8), and
- Complying with the requirements of this Act as to registration (see sections 9 to 13).
- A company may not be so formed for an unlawful purpose.
The CA 2006 presents two new limitations on eligibility to act as an organization director. The primary thing is that an individual must be no less than 16 years old on appointment (section 157 Companies Act 2006). Where an individual is less than 16 years old when section 157 comes into power â€“ in October 2008 â€“ he or she will be regarded to stop to be a chief as of that date and the organization will need to make the vital change to its register of directors. This is the first time that an age confinement has been forced on directors by UK organization law â€“ in a famous instance of the early twentieth century (the Marquis of Bute case) it was held that it was workable for a six-month old infant to be selected as director of a restricted organization. Such absurdities are no more to be endured. That being said, the Act approves the administration to issue regulations under the Act with the end goal of determining circumstances in which an individual less than 16 years old could even now truly be selected as a director: it will be for future governments to consider whether to practice this power. The second confinement presented by the Companies Act 2006 is that, while an organization may in any case go about as a director of an alternate organization, this might be conceivable under the Act if there is no less than one other serving director who is a 'common individual', i.e. an individual person (section 155 Companies Act 2006). This change will have essential ramifications for, e.g., organization formation authorities and parent organizations that have embraced the act of utilizing candidate organizations to go about as executives of their newly-formed organizations and subsidiaries severally. With the coming into power of the Act, it will never again be conceivable to set up an organization with a solitary director that is an alternate corporate body â€“ where a corporate director is designated, there must be no less than one other director who is a natural person. Similar to the case with section 157, the Government chose to bring this specific provision into impact later than the greater part of alternate provisions of the Act â€“ in October 2008 â€“ in order to give organizations of an opportunity time to make any fundamental modifications. Individual organizations might, in their own articles of affiliation, spot extra confinements on who may and may not go about as executives. Case in point, articles may demand that the organization's executives own shares in their organization and may detail what the minimum shareholding is to be. While the law still places few limitations on eligibility, it ought to be borne at the top of the priority list that the Act rolls out some critical improvements to the law on chiefs' obligations. In the light of these, and paying little mind to statutory or sacred qualification tests, any individual ought to consider deliberately, before tolerating arrangement as a chief, whether they are mindful of the standard of behavior that the law anticipates from them and whether they are certain that they will have the capacity to meet that standard. The above is the details that should be kept in mind before constituting a new company. During our conversation David, you mentioned that your wife is also helping you in running the KAL Company. As she is not an authorised person for the company, the act of her in helping you running KAL is not legal. Under the Companies Act 2006: Certification of instrument of transfer:
- The accreditation by an organization of an instrument of exchange of any shares in, or debentures of, the organization is to be taken as a representation by the organization to any individual following up on the confidence of the certificate that there have been created to the organization such reports as all over demonstrate an at first sight title to the shares or debentures in the transferor named in the instrument.
- The confirmation is not to be taken as a representation that the transferor has any title to the shares or debentures.
- Where an individual follows up on the confidence of a false affirmation by an organization made carelessly, the organization is under the same obligation to him as though the confirmation had been made falsely.
- For the intentions of this sectionâ€”
- An instrument of exchange is certificated on the off chance that it bears the words "declaration stopped" (or words to the like impact);
- The certificate of an instrument of exchange is made by an organization if â€”
- The individual issuing the instrument is an individual approved to issue certificated instruments of exchange for the organization's sake, and
- The confirmation is marked by an individual approved to declaration exchanges for the organization's benefit or by an officer or representative both of the organization or of a body corporate so approved;
- An enfranchisement is dealt as signed up by an individual ifâ€”
- It proposes to be validated by his mark or initials (whether manually written or not), and
- It is not demonstrated that the mark or initials was or were set there not independent from anyone else or by an individual approved to utilize the mark or initials with the end goal of certificating exchanges for the organization's sake.
This is all, which i wanted to let you know before constituting a new organization. I hope you will take all these points into your consideration. Thanks