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【正文】 。12,500)首次不低于票面的1/4，為確保一開始不會(huì)有資金困難 of promoters’ expenses設(shè)立費(fèi)用具體怎么產(chǎn)生 statement of pliance in respect of payment of nominal values and share premium4. 章程修改的程序和內(nèi)容Contents a. Directors’ powers and responsibility b. Decisions making by directors c. Appointment of directors d. Organization and conduct of general meetings e. Issue and transference of shares f. Payment of dividends g. Exercise of members’ rights Altering a. Passing a special resolution通過股東會(huì)的特別決定，3/4以上同意批準(zhǔn) b. Providing the alteration has been made “bona fide in the interest of the pany as a whole”內(nèi)容符合全體股東的意愿Ltd：Limitedplc：public limited panyChapter13 1. capital的分類Issued已發(fā)行股本Shares already issued, including share taken on formation by subscribers to the memorandumCalled up 已催繳股本Amount which the pany has required shareholders to payPaid up 以催付股本Amount which shareholders have actually paidEquity shareEquity share capital is a pany’s issued share capital less capital which carries preferential rights. It normally prises ordinary shares.2. 普通股優(yōu)先股的概念和差異featureordinaryPreferencedividendsvariableFixed, usually, cumulativeVoting rightsYesrestrictedGeneral meetingsMay attend and voteRestrictedliquidationRank last /entitled to repayment of capital and share of surplusRank above ordinary share /entitled to repayment of capital only3. Bonus issue紅利股發(fā)行The capitalization of the reserves if a pany by the issue if additional shares to existing shareholders, in proportion to their holdings. Such shares are normally fully paidup with no cash called for from the shareholders4. Share premium概念 shares may be issued at a price above their nominal value, the difference between the issue price and the nominal value is a share premium用途 the issue of fully paid bonus share/writing off the preliminary expenses of pany formation/writing off the discount on the issue of debentures/repurchase of debentures at a premiumChapter11 公司法The consequences of separate legal personality for the pany are as follows:(1897年案例引出的規(guī)則）1: members39。 liability is limited.2: perpetual succession bee possible as the pany will need to be formally woundedup.3: the pany itself can own property.4 :the pany can use, and be sued in its own name.Types of pany (公司的分類）FeaturesLtd PlcMinimum number of directors 12Minimum number of members 11Minimum share capital One share 163。500000Advertise share/debentures to public NoYes Time to hold accounting records 3 years 6 years Annual general meetingOptional Compulsory Company secretary Optional Compulsory File accounts after yearend 9 months 6 months
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