Ian Randle Publishers
Corporate Business Principles
Suzanne Ffolkes Goldson
Corporate Business Principles
US$ 30.00
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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 Statutes
Table of Cases
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
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
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
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
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
Amendments No. 40 – 2013
Amendments No. 11 – 2017
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