CHAPTER 17 PRIVATE LIMITED COMPANIES

2 R. Delaney Documentation Needed for Formation of a Private Ltd Co. The following documents should be drawn up, usually with the help of a solicitor: The Memorandum of Association The Articles of Association A statement of the names of the directors of the company and their consent to become directors A declaration of compliance with the Companies Act A statement of the nominal share capital

3 R. Delaney The Memorandum of Association This sets out the relationship between the company and the general public. It states: 1.The name of the company with the letters Ltd after it 2.The objectives of the company (i.e. what the company was set up to do) 3.The capital of the company, i.e. the authorised share capital 4.That the company has limited liability

4 R. Delaney The Articles of Association This sets out the internal rules of the company. These include: 1.The name of the company 2.The share capital of the company 3.The voting rights of shareholders 4.How the directors are to be appointed 5.Powers of directors 6.How meetings are to be called 7.The procedure for winding-up the company

5 R. Delaney Q4 (b): Workbook, Pages 93 and 94 The next two slides are based on Q4 (b) Workbook pages 93 and 94

6 R. Delaney 1.The name of the company is; 2 The object for which the company is established is: (a) 3. The liability of the members is limited 4. The share capital of the company is __________, divided into __________ Ordinary shares of € 1.00 each with the power to increase the share capital Date: ________________________ Witness To The Above Signatures: _______________________________ Total Shares Taken No. Of Shares: ____________ 1 Name _______________________ Address _______________________ Signature: ______________________ Description: Company Director 2 Name _______________________ Address _______________________ Signature: ______________________ Description: Company Director Number of Shares Taken by each subscriber Names, Signatures, Addresses And Descriptions of Subscribers 5. We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of the Memorandum of Association, and we agree to take the number of shares in the capital of the company set opposite our respective names The Companies Act 1963 to 2001 Company Limited By Shares Memorandum of Association of JJM Enterprises Ltd JJM Enterprises Ltd Manufacture and distribute modems €300, ,000 John Mooney High Street, Malin John Mooney Twenty five thousand Joseph Mooney High Street Malin Joseph Mooney Twenty five thousand Fifty thousand 1/1/2010 John O’Brien

7 R. Delaney Declaration of Compliance Declaration of Compliance with the Companies Act 1963 to 2001 We, the directors of _________________, agree to comply with the requirements of the Companies Act Signed: ____________________ and ______________________ Date: __________________________ JJM Enterprises Ltd John Mooney Joseph Mooney 1/1/2010