May 19th, 2015
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American Commercial College - Abilene
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1INCORPORATION AND THE COMPANY'S CONSTITUTIONCONTENTS1INCORPORATION Classification of companiesClassification of registered companiesRegistration proceduresEffect of registrationPractical consequences of incorporationLifting the veil of incorporationUnincorporated associations2PROMOTIONPromotersPre-incorporation contracts3THE COMPANY'S CONSTITUTIONThe memorandum of associationThe Name ClauseCompany namesNames of foreign companiesBusiness namesThe Registered Office ClauseThe Objects ClauseThe doctrine of Ultra viresRights under Ultra vires transactionsAlteration of objectsLimited liability clauseCapital clauseAssociation clauseAlteration of the memorandumThe articles of associationContents of articlesThe effect of the memorandum and articlesAlteration of the ArticlesINCORPORATIONCREATION OF LEGAL PERSONS1.1REASONS FOR CREATING LEGAL PERSONSOsborne's "Concise Law Dictionary" defines incorporation as a "merging together to form a single whole; conferring legal personality upon an association of individuals, or the holder of a certain office, pursuant to Royal Charter or Act of Parliament". For purposes of company law it denotes the legal process by which a group of people are enabled to carry on a business in such a way that the business is legally regarded as "a legal entity" that is altogether separate from the members of the group, individually and collectively. This

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