Description
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.
Contains the full text of the Companies Act 2004 and Amendments 2013 and 2017.
Contents
Table of Statutes
Table of Cases
Foreword
Acknowledgements
Introduction
- Incorporation
Corporate Capacity and Powers
Mode and Requirements
Articles of Incorporation
Classification of Corporations
Reservation of Company Name
Registration
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
- 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
Prospectus
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
Debentures
Registration of Charges
Prohibition of Financial Assistance by Companies
- 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
- General Offences by Officers of Companies in Liquidation
- Accessories
iii. Falsification of Books
- Fraud by Officers of Companies Which Have Gone into Liquidation
- Failure to Keep Proper Accounts
- Fraudulent Trading
vii. Damages Against Delinquent Directors
viii. Prosecution of Delinquent Officers and Members of the Company
- Complainants’ Remedies
The Statutory Derivative Action
The Oppression Remedy
- Winding Up
- Arrangements and Reconstructions
- Winding Up and Liquidation
- Modes of Winding Up
- Contributories
- Default in Delivering the Statutory Report or in Holding the Statutory Meeting
- Just and Equitable Winding Up
III. Application for Winding Up by the Court
- Commencement of Winding Up by the Court
- Consequences of Winding Up Order
- Trustee in Bankruptcy
VII. Trustee
VIII. Committees of Inspection
- General Powers of the Court in Case of Winding Up by the Court
- Members’ Voluntary Winding Up
- Provisions Applicable to Every Voluntary Winding Up
- Winding Up Subject to the Supervision of the Court
- Provisions Applicable to Every Mode of Winding Up
- Proof and Ranking of Claims
- 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
- Winding Up of Unregistered Companies
Bibliography
Index
The Companies Act
Amendments No. 40 – 2013
Amendments No. 11 – 2017
About the Author
Suzanne Ffolkes Goldson is an Attorney-at-Law and Senior Lecturer in the Faculty of Law at The University of the West Indies, Mona.
