Company Law
COMPANY LAW MGMT3046 (MS37B)
ACADEMIC YEAR 2011/2012
WORKSHEET 1
INTRODUCTION TO THE COMPANY LAW REGIME
TYPES AND NATURE OF COMPANIES
Learning objectives: The student should be able to: ✓ describe the various kinds of companies that may be registered under the Companies Act; ✓ explain the distinction between private and public companies with reference to the relevant provisions of the Companies Act; ✓ explain the concept of limited liability; ✓ describe the consequences of separate corporate personality; ✓ use decided cases to demonstrate how these consequences have been applied; ✓ apply the principles in these cases to hypothetical fact situations; ✓ explain the circumstances in which the law will ignore the principle of separate legal personality, using case law where applicable to illustrate the explanations ✓ analyse the effect of ignoring the principle of separate legal personality on limited liability
INTRODUCTION TO THE MODERN LEGISLATIVE REGIME FOR COMPANY LAW IN JAMAICA In Jamaica, the primary legal source of company law is the Companies Act, 2004 which came into effect in 2005. This Act replaced the Companies Act of 1965 which itself was based on a UK Act which had been promulgated more than 15 years before. The 2004 Act was motivated by a need to modernise the legal framework for companies in Jamaica. This modernisation process commenced with the commissioning by the government of a review of the law relating to companies. This resulted in a report[1] by the review committee which was chaired by Dr the Hon Kenneth Rattrary, OJ, QC, a former Solicitor General of Jamaica. Among the reforms recommended by the Committee were the ‘simplification’ of the incorporation process which would provide for one-man companies and the abolition of the Memorandum of Association as one of the
ACADEMIC YEAR 2011/2012
WORKSHEET 1
INTRODUCTION TO THE COMPANY LAW REGIME
TYPES AND NATURE OF COMPANIES
Learning objectives: The student should be able to: ✓ describe the various kinds of companies that may be registered under the Companies Act; ✓ explain the distinction between private and public companies with reference to the relevant provisions of the Companies Act; ✓ explain the concept of limited liability; ✓ describe the consequences of separate corporate personality; ✓ use decided cases to demonstrate how these consequences have been applied; ✓ apply the principles in these cases to hypothetical fact situations; ✓ explain the circumstances in which the law will ignore the principle of separate legal personality, using case law where applicable to illustrate the explanations ✓ analyse the effect of ignoring the principle of separate legal personality on limited liability
INTRODUCTION TO THE MODERN LEGISLATIVE REGIME FOR COMPANY LAW IN JAMAICA In Jamaica, the primary legal source of company law is the Companies Act, 2004 which came into effect in 2005. This Act replaced the Companies Act of 1965 which itself was based on a UK Act which had been promulgated more than 15 years before. The 2004 Act was motivated by a need to modernise the legal framework for companies in Jamaica. This modernisation process commenced with the commissioning by the government of a review of the law relating to companies. This resulted in a report[1] by the review committee which was chaired by Dr the Hon Kenneth Rattrary, OJ, QC, a former Solicitor General of Jamaica. Among the reforms recommended by the Committee were the ‘simplification’ of the incorporation process which would provide for one-man companies and the abolition of the Memorandum of Association as one of the