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Unite 9A
Unite 9A - The Language of Company Law (TOLES)
| Term | Definition |
|---|---|
| accountant | a person whose job is to keep, inspect, and analyse financial accounts. |
| acquisition | The act of becoming the owner of certain property; the act by which one acquires or procures the property in anything. Used also of the thing acquired. Original acquisition is where the title to the thing accrues through occupancy or accession, (q. v.,) |
| adjourn | A putting off or postponing of proceedings; an ending or dismissal of further business by a court, legislature, or public official—either temporarily or permanently |
| administration | management of a business |
| administrator | A person appointed by the court to manage and take charge of the assets and liabilities of a decedent who has died without making a valid will. |
| annual general meeting | a yearly meeting of the members or shareholders of a club, company, or other organization, especially for holding elections and reporting on the year's events. |
| appoint | assign a job or role to (someone). |
| auditor | a person who conducts an audit. |
| bankrupt | Bankruptcy is a legal proceeding involving a person or business that is unable to repay their outstanding debts |
| board | A committee of persons organized under authority of law in order to exercise certain authorities, have oversight or control of certain matters, or discharge certain functions of a magisterial, representative, or fiduciary character. |
| call | convene |
| chairperson | The presiding officer of a committee; as, chairman of the committee of ways and means. The person selected to preside over a popular meeting, is also called a chairman or moderator. |
| charge | a financial liability or commitment. |
| client base | is a company's primary source of business and revenue. A client base consists of the current customers paying for the products, or services. |
| company secretary | is a senior position in a private sector company or public sector organisation. Company secretaries are the company's named representative on legal documents, and it is their responsibility to ensure that the company and its directors operate legally |
| compulsory liquidation | (or compulsory winding up) is a court-based procedure under which the assets of a company are realised and distributed to the company's creditors. The procedure is started by the filing (or "presenting") of a petition at court. |
| conflict | a serious disagreement or argument, typically a protracted one. |
| convene | come or bring together for a meeting or activity; assemble. |
| creditor | a person or company to whom money is owing. |
| debtor | is a company or individual who owes money. |
| declare | acknowledge possession of (taxable income or dutiable goods). |
| director | a person who is in charge of an activity, department, or organization. |
| dissolve | close down or dismiss (an assembly or official body). |
| elect | choose (someone) to hold public office or some other position by voting. |
| employee | is someone who gets paid to work for a person or company. |
| executive director | is a member of a board or firm who is also an employee of the company and has management responsibilities |
| exercise | practice |
| extraordinary general meeting | a meeting of the members or shareholders of a club, company, or other organization, held at short notice, especially in order to consider a particular matter. |
| fiduciary duty | When someone has a fiduciary duty to someone else, the person with the duty must act in a way that will benefit someone else, usually financially. |
| finance | is defined as the management of money and includes activities such as investing, borrowing, lending, budgeting, saving, and forecasting |
| fixed charge | is a recurring and predictable expense incurred by a firm. Unlike a variable charge, the fixed charge remains the same regardless of the amount of business conducted |
| good faith | honesty or sincerity of intention. |
| grant | agree to give or allow (something requested) to. |
| insolvency | is a situation where a company does not have enough money to pay its debts. |
| insolvency practitioner | (IP) is someone who is licensed and authorised to act in relation to an insolvent individual, partnership or company. Most IPs are accountants or insolvency specialists working in firms of accountants. |
| insolvency proceedings | is a state of financial distress in which a business or person is unable to pay their bills. |
| insolvent | unable to pay debts owed. |
| joint venture | a commercial enterprise undertaken jointly by two or more parties which otherwise retain their distinct identities. |
| liquidation | The collection of assets belonging to a debtor to be applied to the discharge of his or her outstanding debts. |
| liquidator | is a person or entity that liquidates something—generally assets. |
| majority | typically requires more than half of the members who cast a vote to agree in order for the entire body to make a decision on the measure being voted on. |
| manage | One who has charge of a corporation and control of its business, or of its branch establishments, divisions, or departments, and who is vested with a certain amount of discretion and independent judgment. |
| material | relevant and significant in a lawsuit, as in "material evidence" as distinguished from totally irrelevant or of such minor importance that the court will either ignore it, rule it immaterial if objected to, or not allow lengthy testimony upon such matter |
| meeting | The coming together for the transaction of a lawful object of two or more persons. |
| member’s voluntary liquidation | When a company has ceased to trade and is solvent some mechanism has to be available to realise the assets, pay the creditors and return the surplus to the shareholders. |
| mergers | take place when two companies join together to form one company. |
| minutes | are the official written record of the meetings of an organization or group. They are not transcripts of those proceedings. |
| mortgage | A legal document by which the owner (i.e., the buyer) transfers to the lender an interest in real estate to secure the repayment of a debt, evidenced by a mortgage note. |
| non-executive director | A director who is not a full or part-time employee of the company or holder of an executive office. |
| official receiver | the official in the Insolvency Service and an Officer of Court who acts as interim receiver and manager of the estate of the debtor and presides at the first meeting of creditors. |
| ordinary resolution | an ordinary resolution is a resolution passed by the shareholders of a company by a simple or bare majority (for example more than 50% of the vote) either at a convened meeting of shareholders or by circulating a resolution for signature. |
| pass | In legislative parlance, a bill or resolution is said to pass when it is agreed to or enacted by the house, or when the body has sanctioned its adoption by the requisite majority of votes |
| petition | A petition is a written request made in the form of an appeal, generally before a court. A petition may be made by an individual, a group of individuals, or an organisation. |
| poll | A procedure used at a general meeting of a company under which every ordinary shareholder present in person or by proxy has one vote for every ordinary share |
| proceeds | money or other property received as the result of a sale or other transaction esp. involving collateral [retain a security interest in the of collateral] 2 : money received from an insurance policy. |
| propose | put forward (a plan or suggestion) for consideration by others. |
| proxy | the authority to represent someone else, especially in voting. |
| quorum | the minimum number of members of an assembly or society that must be present at any of its meetings to make the proceedings of that meeting valid. |
| realise | cause to happen. |
| receiver | is a person appointed as custodian of a person or entity's property, finances, general assets, or business operations. Receivers can be appointed by courts, government regulators, or private entities. |
| receivership | person "placed in the custodial responsibility for the property of others, including tangible and intangible assets and rights"—especially in cases where a company cannot meet its financial obligations |
| resolution | is a legally binding decision made by directors or shareholders. If a majority vote is achieved in favour of any proposed resolution, the resolution is 'passed'. |
| restructure | is when a company makes significant changes to its financial or operational structure, typically while under financial duress. Companies may also restructure when preparing for a sale, buyout, merger, change in overall goals, or transfer of ownership. |
| secured creditor | is generally a bank or other asset-based lender that holds a fixed or floating charge over a business asset or assets |
| serve | to give a legal document to someone telling them that they must go to court or obey a court order. |
| service agreement | is an agreement between two persons or businesses where one agrees to provide a specified service to the other. It can also be an express undertaking of employment signed by both the employer and the employee detailing therein the explicit terms and condi |
| shadow director | is someone who is not a registered director of a company but exercises control or influence over a business and on whose instructions the directors of the company act. |
| shareholder’s agreements | is an arrangement among a company's shareholders that describes how the company should be operated and outlines shareholders' rights and obligations. The shareholders' agreement is intended to make sure that shareholders are treated fairly and that their |
| show of hands | At any general meeting, a resolution put to the vote of the meeting shall, unless a poll is demanded under section 109 or the voting is carried out electronically, be. decided on a show of hands. |
| solvent | The company does not intend to incur or believe that it will incur debts and liabilities beyond its ability to pay such debts and liabilities as they become absolute and matured. |
| special resolution | passed by a majority of not less than two-thirds of the votes cast by the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution." |
| strike off | refers to the act of removing the name of the Company from the Register of Companies |
| supplier | is a person or business that provides a product or service to another entity. |
| takeover | To assume control or management of a corporation without necessarily obtaining actual title to it. A takeover bid or tender offer is a proposal made by one company to purchase shares of stock of another company, in order to acquire control thereof. |
| unanimously | the written consent of all Members or all Managers, or both, as is specified in the particular provisions of this Agreement. |
| undertake | in general means an agreement to be reponsible for something |
| unsecured creditor | is an individual or institution that lends money without obtaining specified assets as collateral. This poses a higher risk to the creditor because it will have nothing to fall back on should the borrower default on the loan. |
| wind up | is the process of dissolving a company. While winding up, a company ceases to do business as usual. Its sole purpose is to sell off stock, pay off creditors, and distribute any remaining assets to partners or shareholders. |
| written resolution | refers to a resolution passed outside a general meeting by members of a private company. A written resolution is legally valid, as it carries the signatures of all members who are entitled to vote |
| suppliers | people or companies that provide goods or services to other people or companies, often on a regular basis |
| an invoice | a piece of paper that shows what you are buying and how much you must pay |
| Director’s service agreement | contracts of work between a company and a director. |
| obtaining money from banks, private individuals, or investment institutions is known more formally as | raising finance |
| acquisitions | occur when one company buys another company. They are also called takeovers. |
| incorporating companies | is all of the legal work involved in setting up a new company. |
| restructuring companies | is changing the existing structure of companies with the aim of improving their performance. |
| Situations where two or more companies work together on a particular project for a limited period of time are called | - joint ventures. Each company remains independent from each other |
| Agreements between the member of a company are called | - shareholders’ agreements. They are important as they contain the members’ obligations to the company and to each other. Forexample, they state what happens when a shareholder wants to sell his or her shares. |
| All of the obligations and requirements of a director are called | – director’s duties. |
| PQE | – an abbreviation for post qualification experience. That means how many years a lawyer has worked following the date of his or her qualification as a lawyer. PQE is used frequently in job advertisement for lawyers. |
| Undertook | in this context, it means ‘did’ |
| To acquire further skills | to get more practice in doing something so that you become better at doing that thing |
| Client base | the number and type of people and companied that a law firm provides a service to |
| Executive directors | run the company and make all the decisions about the company |
| Non-executive directors | advise the company about particular matters, but they do not take part in the daily decision-making |
| appointed | means elected or chosen for a particular position |
| a fiduciary duty | is a duty to act in the best interests of someone because that person trusts you |
| a shadow director | is someone who, even though he or she has no official position of authority, gives instructions to the official directors |
| a conflict of interest | is a situation in which you are in a position of trust for more than one person and if you take a particular action, this will give good results to one person while at the same time giving bad results to the other person |
| to disclose information | means to give that information to someone or tell someone about it |
| to remove a director | means to dismiss that person from his or her position as a director |
| to exercise a power | means to use that power |
| Mobility equipment | this is equipment which helps people to move. For example, wheelchairs, crutches and walking sticks |
| Good faith | honesty and sincerity, loyalty |
| The best of my ability | to do something to the best of your ability, is to do it as well as you possibly can |
| Devastated | extremely upset |
| motion | proposed resolution |
| passed/carried | accepted |
| ordinary resolution | a decision which requires over 50% of the voted to be in favour of it in order for it to succeed |
| notice | formal announcement |
| special resolution | decision which requires at least 75% of the votes to be in favour of it in order for it to succeed |
| unanimously | complete agreement |
| written resolutions | decisions in writing |
| a voting form | a paper that sets out the possible choices. You decide which of these choices you want, then write a cross (X) next to your choice |
| To raise your hand | to put one of your hands high into the air above your head |
| to borrow money | means to take money from someone else for an agreed period of time and then pay it back. |
| to lend money | means to give money to someone else for am agreed period of time. That person must give the money back to you. |
| a loan | is a sum of money that you borrow from another person. You must pay back that money, usually with interest. |
| to repay money | is to pay back the money that you borrowed from someone. |
| an asset | is something that you own which has a value. It can have a very low value, for example a CD, or a very high value, for example a house. |
| to finance a project | means to obtain money in order to be able to pay for that project. |
| guarantee | is a promise to do something. |
| security | is a guarantee that you will pay back to someone the money that you owe to them. It is often ‘fixed’ to a particular asset, which means that if you don’t pay back the money, that person will take the asset that you used to guarantee payment. |
| a mortgage | is one example of security. It is a legal document which gives a house or a building as security for a loan. |
| if someone defaults on payment | it means that he or she fails to make that payment. |
| a charge | is a type of security. A fixed charge is attached to a particular asset and gives the chargeholder the right to take that asset if the borrower does not pay the money that it owes. An example of a fixed charge is a mortgage. |
| to grant a mortgage over you property | is to use that property as security for a loan. |
| to vary | to charge, to alter |
| massive | extremely big |
| to carry on business | to trade |
| if a debt is due | it means that it is time for you to pay that debt now. |
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