Match the roles (1–10) with their definitions (a–j).
a) appointed by a shareholder to attend and vote at a meeting in his/her place when the shareholder is unable to attend
b) company director responsible for the day-to-day operation of the company
c) elected by the shareholders to manage the company and decide its general policy
d) engages in developing or taking the initiative to form a company (arranging capital, obtaining personnel, making arrangements for filing corporate documentation)
5. managing director
e) appointed by the company to examine the company’s accounts and report to the shareholders annually on the accounts
6. official receiver
f) a company’s chief administrative officer, whose responsibilities include accounting and finance duties, personnel administration and compliance with employment legislation, security of documentation, insurance and intellectual property rights
g) member of the company by virtue of an acquisition of shares in a company
h) officer of the court who commonly acts as a liquidator of a company being wound up by the court
i) appointed by creditors to oversee the repayment of debts
j) appointed by a court, the company or its creditors to wind up the
Company types (UK) The table below contains information about five types of common UK business associations, covering the aspects of liability of owners, capital contributions and management. In many jurisdictions in the world, there are entities which share some or all of these characteristics. Add these names to the table.
aprivate limited company (Ltd)
cpublic limited company (PLC)
d limited partnership
e sole proprietorship
Liability of owners
Unlimited personal liability for the obligations of the business
Capital needed is contributed by sole proprietor.
Business is managed by the sole proprietor.
Generally no personal liability of the members for obligations of the business
No minimum share capital requirement. However, capital can be raised through the issuance of shares to members or through a guarantee.
Company is managed through its managing director or the board of directors acting as a whole.
No personal liability; liability is generally limited to shareholder contributions (i.e. consideration for shares).
The minimum share capital of £50,000 is raised through issuance of shares to the public and/or existing members.
Company is managed by the board of directors; shareholders have no power to participate in management.
Unlimited personal liability of the general partners for the obligations of the business
Partners contribute money or services to the partnership; they share profits and losses.
The partners have equal management rights, unless they agree otherwise.
Unlimited personal liability of the general partners for the obligations of the business; limited partners generally have no personal liability.
General and limited partners contribute money or services to the limited partnership; they share profits and losses.
The general partner manages the business, subject to any limitations of the Limited Partnership Agreement.
Reading 2: Memorandum of association
An important document in company formation is the memorandum of association (UK) or articles/certificate of incorporation (USA). This document sets forth the objects of the company and its capital structure; as such, it represents a legally binding declaration of intent to which the members of the company must adhere.
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