| Corporative legislation |
|
| A company constitution |
- Every company has a memorandum of association, which determines its name, where its registered office may be situated and what it may do (its objects).
|
| Limited liability |
- A company may have limited liability for its members. The effect of this is that, if the company is unable to pay its debts and is put into liquidation, the members will not be required to contribute more than they have actually paid or agreed to pay towards settling its debts.
- A private company may be limited by shares or by guarantee.
|
| Directors powers and responsibilities |
- The directors are responsible for the management of the company.
- Since the directors can act as and for the company, they must ensure that the company does everything that it is obliged to do by law and that the decisions they make are in the best interests of the company.
- Individual directors do not have the authority to commit the company unless authorised by the Board.
|
| Secretaries powers and responsibilities |
- A secretary who is also a director will have the same general responsibilities as other directors.
- Even where the secretary is not a director, he or she is still an officer of the company and responsible for its actions. This includes ensuring that any documents which need to be sent to Company Registry are sent on time.
|
| Correspondence |
- A company business stationery need not to show the names of its directors but, if it does, it must include all of them.
- There is no requirement to show the name of a secretary who is not also a director.
|
| Appointing directors and secretaries |
- The members of the company decide who are to be the directors.
- This will normally be done in a general meeting, though a company can make decisions by written resolution signed by all the members entitled to vote.
- The directors are responsible for appointing the secretary.
|
