Corporate Business Principles

Corporate Business Principles

By Suzanne Ffolkes Goldson
US$ 30.00
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Book Description

The company law landscape is constantly changing and evolving. Since the introduction of the Companies Act 2004, some four decades in the making, law and practice continue to change to meet the needs of a rapidly developing arena; evidenced by the introduction of the Companies (Amendment) Acts of 2013 and 2017, the Security Interests in Personal Property Act 2013 and the Insolvency Act 2014.

In Corporate Business Principles, Suzanne Ffolkes Goldson breaks down the legislation and provides an accessible guide to Incorporation, Corporate Finance, Corporate Management, Remedies and Winding Up.

Buttressed by contemporary local and Commonwealth case law, commercial law practitioners, company directors and officers, and students will find Corporate Business Principles an ideal handbook on company law in Jamaica.

Table of Contents
  • Table of Statutes
  • Table of Cases
  • Foreword
  • Acknowledgements
  • Introduction
    • 1. Incorporation
    • 2. Corporate Finance
    • 3. Corporate Management
    • 4. Complainants’ Remedies
    • 5. Winding Up
  • 1. Incorporation
    • Corporate Capacity and Powers
    • Mode and Requirements
    • Articles of Incorporation
    • Classification of Corporations
    • Reservation of Company Name
    • Registration
    • Articles of Incorporation
    • Companies Limited by Guarantee
    • Definition of Member
    • Private Companies
    • Pre-Incorporation Transactions
    • Collective Investment Scheme Companies
    • Companies Incorporated Outside of the Island Carrying on Business Within the Island
  • 2. Corporate Finance
    • Shares and Classes of Shares
    • Share Capital and Stated Capital Accounts
    • Par Value and No-Par Value Shares
    • Consideration for the Issue of Shares
    • Prospectus
    • Redeemable Shares
    • Power of Companies to Purchase their Own Shares
    • Pre-emptive Rights
    • Redeemable Preference Shares
    • Miscellaneous Provisions as to Share Capital
    • Reduction of Share Capital
    • Transfer of Shares
    • Debentures
    • Registration of Charges
    • Prohibition of Financial Assistance by Companies
  • 3. Corporate Management
    • Definition of Directors
    • Definition and Qualifications of Company Secretaries
    • Election, Tenure, Remuneration, and Removal of Directors
    • Duties and Liabilities
    • The Duty to Avoid a Conflict of Interest and Duty
    • Conflict of Interest: Directors’ Interests in Contracts and Disclosure
    • Disqualification of Directors
    • Relief from Liability
    • Offences of Officers Antecedent to or in Course of Winding Up
      • i. General Offences by Officers of Companies in Liquidation
      • ii. Accessories
      • iii. Falsification of Books
      • iv. Fraud by Officers of Companies Which Have Gone into Liquidation
      • v. Failure to Keep Proper Accounts
      • vi. Fraudulent Trading
      • vii. Damages Against Delinquent Directors
      • viii. Prosecution of Delinquent Officers and Members of the Company
  • 4. Complainants’ Remedies
    • The Statutory Derivative Action
    • The Oppression Remedy
  • 5. Winding Up
    • A. Arrangements and Reconstructions
    • B. Winding Up and Liquidation
      • I. Modes of Winding Up
      • II. Contributories
    • 1. Winding Up By The Court
      • I. Default in Delivering the Statutory Report or in Holding the Statutory Meeting
      • II. Just and Equitable Winding Up
      • III. Application for Winding Up by the Court
      • IV. Commencement of Winding Up by the Court
      • V. Consequences of Winding Up Order
      • VI. Trustee in Bankruptcy
      • VII. Trustee
      • VIII. Committees of Inspection
      • IX. General Powers of the Court in Case of Winding Up by the Court
    • 2. Voluntary Winding Up
      • I. Members’ Voluntary Winding Up
      • II. Provisions Applicable to Every Voluntary Winding Up
    • 3. Winding Up Subject to the Supervision of the Court
      • I. Provisions Applicable to Every Mode of Winding Up
        • Proof and Ranking of Claims
      • II. Effect of Winding Up on Antecedent and Other Transactions
        • Fraudulent Preference
        • Onerous Property
      • III. Receivers and Managers
        • General and Definition
        • Receivers and Managers Appointed Out of Court
        • Court Appointed Receivers and Managers
      • IV. Winding Up of Unregistered Companies
  • Bibliography
  • Index
  • The Companies Act
    • Arrangements of Sections 1-16
    • Arrangements of Sections 17-33
    • Arrangements of Sections 34-52
    • Arrangements of Sections 53-68
    • Arrangements of Sections 69-87
    • Arrangements of Sections 88-105
    • Arrangements of Sections 106-123
    • Arrangements of Sections 124-146
    • Arrangements of Sections 147-168
    • Arrangements of Sections 169-189
    • Arrangements of Sections 190-211
    • Arrangements of Sections 212-227
    • Arrangements of Sections 228-248
    • Arrangements of Sections 249-271
    • Arrangements of Sections 272-288
    • Arrangements of Sections 289-308
    • Arrangements of Sections 309-327
    • Arrangements of Sections 328-345
    • Arrangements of Sections 346-363A
    • Arrangements of Sections 364-380
    • Arrangements of Sections 381-398
    • Schedules
  • Amendments No. 40 – 2013
  • Amendments No. 11 – 2017
  • Blank Page
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