outcome1 HND 公司法

This report aims to explain the company law which is about setting up a company. Indeed, the report will primarily describe the contents of the constitutional documents of a company before illustrating the formal process for company registration. The report will then explain the meaning and characteristic of separate legal personality. Finally, the different forms of corporate body will also be discussed and compared.

When set up a company, the investors must comply with all kinds of formalities. They should create and file the Memorandum of Association at first. The Memorandum of Association is one of the two most important documents to be lodged with the Registrar of Companies. It is often referred to as the company's external constitution, which details the relationship between the company and the world outside it.This document should include:

1) T he name of the company should be registered at the Companies House

2) T he registered office address of the company

3) T he purpose of registered company (including what is company's business scope, how to set up the company's purpose, what is the company purpose)

4) The statement of limited liability (it should include the details of available share, including number and type)

5) If the company is registered as a public company, the sub-clause must be stated that company is a public company

Moreover, it is possible for the company to have some other clauses in their memorandum is they want. The purpose of the clauses of memorandum is to ensure it difficult to change.

In addition the company should also create and file the Articles of Association. The Articles of Association and Memorandum of Association must be submitted to the registrar of Companies House. In general, the Articles of Association can be seemed as the internal constitution. It covers three main areas and establishes the rules for the company, which includes:

1)The company’s shares (1. The different types of shares and the right attached to each. 2.

How the shares are transferred to new owners and the paperwork involved)

2)The company’s meeting

3)Directors and their powers

In general, the Articles of Association and Memorandum of Association are together from the Company Constitution. Any articles which are contrary to public policy are considered as illegal and invalid. All of the above documents must be submitted to the registrar of Companies House. Once the Registrar at Companies House are checked all the documents, the company will be formally registered and a certificate of incorporation will be issued to the registered office address. It means the company has already complied with the law and can start trading. The whole process usually takes as little as five days.

The nature of a company in the law is that it has a separate legal personality. The legal doctrine of incorporation means that a company is a legal person, who in its own right and exists separately from its shareholders. Indeed, the company owns property and assist in its own right. This is like a veil being drawn between those dealing with the company and its member.