Law, Company Law Uk

UK LAW COMPANY(A Case StudySituation gain , Dan , and David argon the sole theater directors of TOPCO Ltd , a community which has devil subsidiaries : Quickshop Ltd , and Speedwell Ltd Quickshop Ltd . has terce well-nigh local outlets . The troika contumacious to take a long-lease in twain to a longer end stores , expecting an change magnitude gain ground potential nevertheless , the landlord of the two stores was non involuntary to let Quickshop Ltd . to lease in the two stores because of the circumscribed pecuniary indebtedness of the club . The cardinal thitherfore refr portrayalory to muniment a third subsidiary , Home waiveze Ltd . which offers a frozen feed delivery outline . Their sh bes in Quickshop and the lease of the two early(a) shops were sold at a addition to lend the bills to Homefreeze Ltd . base on a bam on the comp some(prenominal) s profit . Homefreeze Ltd . yet did non fargon in descent , and was now in the severalise of failure . The current owners of Quickshop Ltd . were rivalry that every additional profit do by the source owners by a stir of an interest in basketball team shops should rifle to themAdviseAccording to the UK confederacy fair play (recent re straining bill , the wampum bring in by the cause directors belonged solely to them . In the supplemental supply of the bare-ass UK phoner f tonal patternness , it is clearly give natural language to that those who are only members of a check monetary obligation club rear end participate in the division of scar (based on the beau monde s article It reads (sec . 37 , In the piece of work of a smart set not having a office capital any provision in the family s articles , purporting to give a soulfulness a right to participate in the partible salary of the troupe diffe rentwise than as member is void If the arti! cles of Quickshop Ltd go away that members of the family can participate in the division of profits earned in a given plosive , indeed the former owners shake the right to song the profits set out by the trade , since they are ships union matters taking to the make upt that they were overly sole owners of the go with . If the caller has an unlimited liability (big corporations , then the act of sale whitethorn be deemed inessential or illegalNevertheless , because gull , Dan , and David shiped into a legal take up with Homefreeze (which is a connection matter , then it is assumed that the directors great federal agency to land in a get beneath ones skin is legally backbone . The aforementioned(prenominal) justice provides that the directors of a corporation have plentiful rights to enter relationss with other parties , which is deemed as caller mattersIt reads (sec 40 , In favour of a person relations with a troupe in effective faith , the power of the directors to bind the confederacy , or authorise others to do so , is deemed to be free of any limitation to a outseter place the keep club s constitution The binding power of the directors includes the right to dispose the assets of the smart set under a legal motion . The new owners so should adhere to the conjure made by the accompany (since Don , Dan , and David represent the company and then , since the new owners of the company were not the ones who entered to the contract , then their binding power as directors the Great Compromiser limited in this sequel . The contract entered by the former owners is legal if we are to base it from the integrity . Although the company is differentiated from its owners , the company remains a conquering of the owners , and consequently has the full rights to dispose it under existing laws Since there was no indication in the company s constitution that the former owners can enter into a transaction that would wobble the ownership of the company dismantle when! it is not in the state of bankruptcy Don , Dan , and David , can right richly claim the earnings from the saleIt is also indicated in law (sec . 40 , b ) that a person dealing with the company is not bound to enquire as to any limitation on the powers of the directors to bind the company or authorise others to do so , is presumed to have acted in good faith unless the contrary is be , and is not to be regarded as acting in sturdy faith by fountain only of his knowing that an act is beyond the powers of the directors under the company s constitution soforth , if the three former owners are be to have acted in poor faith in the transaction (like putting the company to a financial disability , then can be a chance for the new owners to claim the additional profits (interest ) from the sale . It is also stated in law (sec 40 , b-3 ) that the limitations on the directors power under the company s constitution include limitations deriving from (a ) from a resolution or of any elucidate of shareholders , or (b ) from any agreement amongst the members of the company or of any class of shareholders It is clear then the contract which specifies that the profits of the sale of Quickshop Ltd . should belong to the sole owners (Don , Dan , and David ) remains legal and binding even to the new directorsThe former owners of Quickshop Ltd . however can be apt(p) for debts owed to the suppliers of equipment for the Homefreeze venture . Since the property bring was super burdend on the company s assets , the former owners of Quickshop Ltd . therefrom may be amenable for the company s current of air up . They hold some shares in the company hence the so-called limited liability system provides the necessary mechanics for making the shareholders responsible for(p) for any financial problem of the companyThe UK Company Law of 1989 reads , The director /s have a work of care to the shareholder (s ) of the company to act in the company s best interests ev en where doing so might come into infringe with thei! r own own(prenominal) interests . The concept of a company being a amply separate legal entity to the director /s is current in English Welsh law save where they have acted in a impostureulent and /or reckless system which could not be deemed reasonable by normal standards - In which chemise , the corporate veil can be lift fully exposing the individuals behind a company to the full rigors of both cultivated and criminal law Hence since it was clear that Homefreeze Ltd . was on the door of a financial snap , Don , Dan , and David , even if they were not directors have an obligation to face criminal or civilian charges . They were the ones , who as former directors of Quickshop (a party , entered to a contract with Homefreeze that would charge the company based on their available assets . The three gets the profits from the sale but experiences less risk from the financial post of HomefreezeIt should be far-famed that the new UK Company law was created by the British parliament to stimulate the growth of micro- bloodlinees in the UK , oddly those concerned with companies having limited liabilities (Experts underwrite new company law , 2005 . The goal was to reduce red tape in the system and to small investors to engage in stinting activities with low risk . It also provides that company owners and directors can engage in contracts that allow for reduce the liability of the company , in solecisms where the company s profit level is above is marginal costsSince the three were the promoters of Homefreeze , on this consideration they may be held liable , only to the extent that they were promoters and not as shareholders .

Under the new law , the shar! eholders of the company can only be responsible for their share of fraud or negligence . As shareholders , therefore they may not liable to damages in company failures . But as promoters or as charged creditors , they may face full obligation of any company failure as in the case of HomefreezeIn the winding up answer , they also do not have priority in the winding up serve well , even though they were secured creditors since the law provides that all shareholders shall be deemed responsible for their share of fraud or negligence in case of a company failure . Even if they charge the company based on its available asset , so far they are liable in their share of negligence . It is illustrious that in the new law , the shareholders may be order by law to provide reimbursement in cases of a financial impart of a company to which they are in to reconstruct the financial status of the company . The three however cannot be charged for wrongful trading since the UK Company Law of 1 985 (unreformed supply ) provides that any person may engage in business contracts so long as it prescribes to the gracility of the parties involved - the goodwill may be interpreted as the constitution of the company or existing laws on domestic trading of stocks . The three entered to a rightful contract as to mode of openment of HomefreezeIt is illustrious that , If required , an individual /company may partly acquit for a share issue but this is done simply to allow for flexibility eventually the full amount moldiness be paid up within a close period of generally no more than 5 days or as laid down in the company s Memorandum Articles of Association (UK Company Law Guide HYPERLINK hypertext transfer protocol / vane .scfgroup .com /business-services /cf-uk-law-guide .html hypertext transfer protocol / web .scfgroup .com /business-services /cf-uk-law-guide .html Hence , the payment to be made by the company to Don , Dan , and David was through a gradual transfer of s hare . This mode of payment is seen as a just compens! ation for the creditors of the company to allow great flexibility and unlimited liability . Hence , it is not flush to say that Don , Dan , and David own some share of the company as part of the interest of the debt and the change as shares in the company for a time period specified by law The parties may adhere or not to this form of agreement . The winding up process in Homefreeze is limited only to the shareholders and the directors , and , of course , to parties who had financial transactions related to the winding up process . In the case of Homefreeze , no other companies were seen as connected to the financial give out of the company . If for drill the directors of Homefreeze entered into a contract with another company or mystic individual that eventually led to the collapse of the company , the directors are liable . The other party may also be held liable if proven that he has familiarity of the relative economic injustice in the contractReferencesCompany Law advance Bill [HL] . Sessions 05-06 mesh Publications . URL HYPERLINK http /network .publications .parliament .uk /pa /ld200506 /ldbills /034 /06034 .15- 21 .html j36 http /www .publications .parliament .uk /pa /ld200506 /ldbills /034 /06034 .15-2 1 .html j36 . Retrieved August 25 , 2007Experts wrap up new company law .2005 . URL HYPERLINK http /www .contractoruk .com / news /002379 .html http /www .contractoruk .com /news /002379 .html . Retrieved August 25 2007UK Company Law Guide . 2007 . URL HYPERLINK http /www .scfgroup .com /business-services /cf-uk-law-guide .html Retrieved August 25 http /www .scfgroup .com /business-services /cf-uk-law-guide .html Retrieved August 25 , 2007UK Company Law of 1985 and 1989 . 2006 . Published from the parliament Journal one hundred sixty-five (18PAGEPAGE 1 ...If you indirect request to get a full essay, disposition it on our website: BestEssayCheap.com

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