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Unit 9B
Unit 9B - The Language of Company Law (TOLES)
Term | Definition |
---|---|
directors | all of the people who are employed by a company |
shareholders | the owners of a company. They are also called the members of a company |
company secretary | the person who is responsible for making sure that a company’s statutory obligations are complied with |
auditors | a person who checks the financial records of a company to verify that the accounts are a true reflection of the company’s financial position |
accountant | a person who deals with a company’s finances. This person usually has professional qualifications in accountancy |
employees | all of the people who are employed by a company |
creditors | the people or companies that a company owes money to |
debtors | the people or companies who owe a company some money |
to work closely | closely related to the performance of exempt work which is also considered exempt work |
to experience difficulties | troubles in company's overall performance and operations |
to raise finance | Equity financing is the process of raising capital through the sale of shares. Companies raise money because they might have a short-term need to pay bills, or they might have a long-term goal and require funds to invest in their growth. |
a long-term effect | as an example: A problem that is caused by a disease or treatment of a disease and may continue for months or years |
to make a decision | the act or process of deciding; determination, as of a question or doubt, by making a judgement |
to take a decision | to make an important and official decision The government has taken a decision to withdraw all troops |
to be in dispute with someone | Our clients have been in dispute for a long time. |
to advise on something | I am currently advising on the sale of a pub in Manchester. |
in connection with something | Please call me in connection with the proposed transaction. |
to succeed in doing something | Good news. We have succeeded in raising £500,000 for the project. |
to work on a project | Sally and Jacob are going to work on the NewStar project tomorrow. |
to think about something | I’ll think about that and give you an answer on Tuesday. |
to be familiar with something | I started work here two weeks ago and I’m just beginning to be familiar with the company’s computer system. |
appoint | to formally choose someone for a particular job or position. |
serve | to be in the position of a director and to perform the duties required by that position. |
remove | to dismiss a director from his or her job or position. |
classed | regarded as belonging to a particular group. |
accustomed | to have become used to something |
exercise | to use, to put something into effect |
improperly | dishonesty or illegally |
disqualification | the state of being stopped from being in a particular job, or from taking part in a particular activity |
to appoint a director | Directors are appointed by original investors and named in association articles. |
to remove a director | A removal of Director is a situation where the Board management of the company decided Suo-moto to remove director from company |
good faith | honesty or sincerity of intention. |
to act improperly | in a way that is dishonest or against a law or a rule |
to declare a dividend | is that portion of profits earned by the company that the company's board of directors decides to pay off as dividends to the shareholders of such company in return to the investment done by the shareholders through the purchase of company's securities |
to give consideration to | hen you're making a tough decision, you need to give consideration to all possible outcomes before making up your mind. |
a conflict of interest | a situation in which a person is in a position to derive personal benefit from actions or decisions made in their official capacity. |
to give advice | If you give someone advice, you tell them what you think they should do in a particular situation. |
to have at least a particular number | A public limited company must have at least two directors. |
to appoint someone as a director | They decided to appoint Bella Martin as the new director. |
to be satisfied/dissatisfied with something | The shareholders were dissatisfied with the explanation given by the directors. |
to be classed as something | Truepaint Ltd is classed as a medium sized enterprise. |
to act in the interest of someone | We are acting in the interest of the company. |
to lead to something | If you are late in filing your tax return, this may lead to a fine. |
to be disqualified from something | He was disqualified from driving for two years. |
to act in good faith | Directors must always act in good faith. |
to hold a meeting | to have, to arrange, to organize a meeting |
to convene a meeting | to come together in a body |
to make a decision | the act or process of deciding; determination, as of a question or doubt, by making a judgement |
to take a decision | to make an important and official decision |
to pass a resolution | approve a resolution, make a formal decision. |
to carry a resolution | if a suggestion, proposal etc is carried, most of the people at an official meeting vote for it and it is accepted |
to appoint a proxy | is a person who is designated by another to represent that individual at a meeting or before a public body. It also refers to the written authorization allowing one person to act on behalf of another. |
to form a quorum | A quorum is the minimum number of members of a deliberative assembly (a body that uses parliamentary procedure, such as a legislature) necessary to conduct the business of that group. |
a simple majority | A majority, also called a simple majority to distinguish it from similar terms (see the "Related terms" section below), is the greater part, or more than half, of the total. It is a subset of a set consisting of more than half of the set's elements. |
to take the minutes | The 'minutes' of a meeting are notes on everything that was agreed in that meeting. |
to adjourn a meeting | to suspend the meeting of (a club, legislature, committee, etc.) to a future time, another place, or indefinitely |
to have a meeting with someone | We need to have a meeting with our accountant soon. |
the rules on/about something | You must comply with the rules on voting at company meetings |
a show of hands | We’ll vote on this motion by a show of hands |
to attend in person | I’m afraid I can’t attend the meeting in person as I will be in Canada |
to vote by proxy | I can’t attend the meeting so I’ll vote by proxy |
to give notice of something | The members were given notice of the EGM |
to vote in favour of something | Would all those people voting in favour of the motion please raise their hands? |
to take the minutes of a meeting | Harry, please will you take the minutes of this meeting? |
liquidator | this is a person who supervises the closing of a company which is in liquidation |
member’s voluntary | this is when the shareholders of a company decide to close the company and there are enough assets to pay all the debts of the company |
receiver | this is a person who is appointed by a creditor of a company to take control of that company in order to sell its assets and pay the money it owes to that creditor |
administration order | this is an order made by a court that gives a company some time to try to resolve its financial difficulties or sell its assets in order to pay its creditors |
administrator | this is a person who supervises companies which are administration. This person has passed special examinations to become an authorised insolvency practitioner |
winding-up order | this is an order made by a court for a company to be closed |
official receiver | this person is a government official who is appointed to close a company which is in financial difficulties |
company liquidation | this is when the shareholders of a company decide that they must close the company, because there are not enough assets to pay all the debts of the company |
nature | the type or category of something |
IP | an abbreviation that means ‘insolvency practitioner’. |
No. | an abbreviation that means ‘number’ |
c/o | an abbreviation that means ‘care of’ |
petition | a formal application made to a court to request a specific legal action. Here, the action asked for is to put a company into liquidation |
effects | an old-fashioned word that means the things that belong to someone |
deliver up | a formal phrasal verb that means to give to someone |
the costs of winding-up | this include the liquidator’s fees and expenses as well as any legal costs |
creditors with fixed charges | these are people or other companies who the company which is in liquidation owes money to, usually because the company borrowed money from them. |
preferential creditors | these include people who are owed money by the company which is in liquidation and who are considered to have priority over other creditors, even though they have no security to guarantee payment. |
other secured creditors | these are people or other companies who the company which is in liquidation owes money to. These people or companies took some sort of security from the company which is in liquidation to quarantee payment of the money. |
unsecured creditors | these are people or other companies who the company which is in liquidation owes money to. However, these people or companies did not take any security from the company which is in liquidation to quarantee payment of the money |
interest on debts | this is the amount of money that you have to pay as a fee or a sort of penalty for money that you owe to someone. It is usually expressed as a percentage |
shareholders | these are the people who own the company |
to go into liquidation / receivership / administration | to go into |
to be in liquidation / receivership / administration | to be in |
to put/place a company into liquidation / receivership / administration | to put/place |
to present a petition | to present |
to realise assets | vb. 1 when tr, may take a clause as object to become conscious or aware of (something) 2 tr, often passive to bring (a plan, ambition, etc.) to fruition; make actual or concrete. |
secured / unsecured creditors | creditors |
to dissolve a company | which is also known as 'dissolution' or 'striking off', is a way of closing down a limited company by removing its name from the official register held at Companies House. Once the name is removed from the register, the company no longer legally exists. |
to go into liquidation / receivership / administration | Have you heard? Lextext Ltd has gone into administration. |
the proceeds of sale | What are you going to do with the proceeds of the sale of your house? |
to be in liquidation / receivership / administration | I regret to inform you that Vantage Ltd is now in liquidation |