Corporate business principles : a guide to the Jamaica Companies Act / Suzanne Ffolkes Goldson.

Format:

Book

Author/Creator:

Ffolkes-Goldson, Suzanne C., author.

Language:

English

Subjects (All):

Jamaica. Companies Act.

Jamaica.

Corporation law--Law and legislation--Jamaica.

Corporation law.

Physical Description:

1 online resource (708 pages)

Place of Publication:

Kingston : The Caribbean Law Publishing Company An imprint of Ian Randle Publishers, 2020.

Summary:

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.

Contents:

Intro

CONTENTS

Table of Statutes

Table of Cases

Foreword

Acknowledgements

Introduction

1. Incorporation

2. Corporate Finance

3. Corporate Management

4. Complainants' Remedies

5. Winding Up

Corporate Capacity and Powers

Mode and Requirements

Articles of Incorporation

Classification of Corporations

Reservation of Company Name

Registration

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

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

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

i. General Offences by Officers of Companies in Liquidation

ii. Accessories

iii. Falsification of Books

iv. Fraud by Officers of Companies Which Have Gone into Liquidation

v. Failure to Keep Proper Accounts.

vi. Fraudulent Trading

vii. Damages Against Delinquent Directors

viii. Prosecution of Delinquent Officers and Members of the Company

The Statutory Derivative Action

The Oppression Remedy

A. Arrangements and Reconstructions

B. Winding Up and Liquidation

I. Modes of Winding Up

II. Contributories

1. Winding Up By The Court

I. Default in Delivering the Statutory Report or in Holding the Statutory Meeting

II. Just and Equitable Winding Up

III. Application for Winding Up by the Court

IV. Commencement of Winding Up by the Court

V. Consequences of Winding Up Order

VI. Trustee in Bankruptcy

VII. Trustee

VIII. Committees of Inspection

IX. General Powers of the Court in Case of Winding Up by the Court

2. Voluntary Winding Up

I. Members' Voluntary Winding Up

II. Provisions Applicable to Every Voluntary Winding Up

3. Winding Up Subject to the Supervision of the Court

I. Provisions Applicable to Every Mode of Winding Up

Proof and Ranking of Claims

II. 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

IV. Winding Up of Unregistered Companies

Bibliography

Index

The Companies Act

Arrangements of Sections 1-16

Arrangements of Sections 17-33

Arrangements of Sections 34-52

Arrangements of Sections 53-68

Arrangements of Sections 69-87

Arrangements of Sections 88-105

Arrangements of Sections 106-123

Arrangements of Sections 124-146

Arrangements of Sections 147-168

Arrangements of Sections 169-189

Arrangements of Sections 190-211

Arrangements of Sections 212-227

Arrangements of Sections 228-248.

Arrangements of Sections 249-271

Arrangements of Sections 272-288

Arrangements of Sections 289-308

Arrangements of Sections 309-327

Arrangements of Sections 328-345

Arrangements of Sections 346-363A

Arrangements of Sections 364-380

Arrangements of Sections 381-398

Schedules

Amendments No. 40 - 2013

Amendments No. 11 - 2017

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Notes:

Description based on print version record.

ISBN:

976-96283-0-1