INCORPORATION

1. name
2. one or more shares
   1. company limited by shares
3. one or more shareholders
   1. limited or unlimited liability for the obligations of the company
4. one or more directors

1. Limited by shares

   Annotations:

   • "Limited by shares" means that the company has shareholders, and that the liability of the shareholders to creditors of the company is limited to the capital originally invested, i.e. the nominal value of the shares and any premium paid in return for the issue of the shares by the company. A shareholder's personal assets are thereby protected in the event of the company's insolvency, but money invested in the company will be lost.
2. Limited by guarantee

   Annotations:

   • A company limited by guarantee does not usually have a share capital or shareholders, but instead has members who act as guarantors. The guarantors give an undertaking to contribute a nominal amount (typically very small) in the event of the winding up of the company.
3. limited by both shares and guarantee
4. unlimited company

   Annotations:

   • An unlimited company or private unlimited company is a hybrid company incorporated either with or without a share capital (and similar to itslimited company counterpart) but where the liability of the members or shareholders is not limited - that is, its members or shareholders have a joint, several and unlimited obligation to meet any insufficiency in the assets of the company in the event of the company's formal liquidation. The joint, several and unlimited liability of the members or shareholders of the company to meet any insufficiency in the assets of the company (to settle its outstanding liabilities if any exist) only applies upon the formal liquidation of the company. Therefore, prior to any such formal liquidation of the company, any creditors or security holders of the company may only have recourse to the assets of the company and not to those of its members or shareholders.
5. Commercial Company

Annotations:

• A limited company may be "private" or "public". A private limited company's disclosure requirements are lighter, but for this reason its shares may not be offered to the general public (and therefore cannot be traded on a public stock exchange). This is the major distinguishing feature between a private limited company and a public limited company. Most companies, particularly small companies, are private.

1. Public company UNLESS stated in its application for incorporation or its constitution that it is a private company.
2. licensed to carry on a qualified global business under the Financial Services Development Act 2001

1. S. 162 - the Court - on the application of the liquidator or of a creditor of the company, make an order that the directors, other than those directors who attended the meeting and voted in favour of appointing a liquidator or an administrator, shall be liable for the whole or any part of any loss suffered by creditors of the company as a result of the company continuing to trade.
2. S. 44 of the Interpretation and General Clauses Act: Where a company, société or other corporate body is charged with an offence, a representative may appear before the appropriate court and enter a plea of guilty or not guilty on behalf of the company, société or other corporate body.