TABLE OF CONTENTS

Chapter 1 – Types of business and corporate structures
Unincorporated
Incorporated
Choice of business structure
Overseas companies
Group structures

Chapter 2 – Company and business names

Chapter 3 – Company formation and constitution

Chapter 4 – Shares and share capital
Types of share
Share issues and allotments
Variation of class rights
Alteration of share capital
Own share purchases and redemption
Reduction of share capital

Chapter 5 – Dividends and distributions

Chapter 6 – Transfer and transmission of shares

Chapter 7 – Shareholders

Chapter 8 – Directors
Appointment
Duties
Service contract
Remuneration
Loans to directors
Termination
Disqualification

Chapter 9 – Company management and decision making
Management roles
Board decisions
Shareholder decisions
Company registers
Companies House

Chapter 10 – Company secretary

Chapter 11 – Company accounts

Chapter 12 – Company finance
Debt finance
Private equity finance

Chapter 13 – Buying and selling a company

Chapter 14 – Corporate restructuring and development
Hive-down
Share for share exchange
Section 110 reorganisation
Scheme of arrangement
Joint ventures
Takeovers

Chapter 15 – Litigation and investigations

Chapter 16 – Introduction to corporate insolvency
Informal solutions
Formal solutions
General principles
Dissolution, striking off and restoration

Chapter 17 – Compulsory liquidation

Chapter 18 – Voluntary liquidation
Creditors’ voluntary liquidation
Members’ voluntary liquidation

Chapter 19 – Administration

Chapter 20 – Receivership

Chapter 21 – Company voluntary arrangements

Appendix
Companies House forms and filing deadlines
Useful contacts
Table B 1985
Table A 1985
Comparison between Table A 1985 and Table A 1948
Sample director’s service contract
Definition of “connected person”
Table of criminal offences

Glossary