Chapter 1: Introduction - Company Law - Tax, CGT and Corporation Tax - Current Legislation Chapter 2: Incorporation and the Company - Brief History of the Limited Company - Overview to Incorpration and Legal Entity - Five Types of Company - Limited/Unlimited by Share Capital Chapter 3: Articles of Association Background - History - The Joint Stock Companies Act, 1856 - Latest model articles - For companies incorporated before 28 April 2013: - For companies incorporated on or after 28 April 2013: - Model articles for private companies limited by shares - Model articles for private companies limited by guarantee - Model articles for public companies Chapter 4: Shareholders - Articles of Association impact on shareholder rights - Shareholder Rights. Dividends, Voting, Winding Up - Democracy of the Company - Voting Rights - Special Resolutions - Ordinary Resolution and a Special Resolution. - Altercations of Class Rights Chapter 5: Case Law Review - Review of the leading test cases, implications on the articles of association Chapter 6: Amending the Articles of Association - Part A - Overview - Why change? - Key Arears to Review & Amend - Drag Along, Tag Along, Bad Leavers, Shareholders & Prescribed Particulars - How to change? - Special Resolution Chapter 7: Article of Association Worked Examples - Introduction BPR, when BPR in not available. - Practical Do's & Don'ts (based on case law) - ABC Ltd - XYZ Ltd - Family Investment Companies - Freezer Shares and the importance of amending Articles of Association - Succession and IHT Planning.
Articles of Association: Guidance and Precedents