THE ARTICLES AND THE MEMORANDUM FORM A CONTRACT BETWEEN THE COMPANY Essay

THE ARTICLES AND THE MEMORANDUM FORM A CONTRACT BETWEEN THE COMPANY AND ITS MEMBERS. DISCUSS WITH REFERENCE TO RELEVANT STATU - Essay Example In this regard, the law relative to the memorandum of association prior to the enactment of the Companies Act 2006 is relevant to this study. Suffice it to say for present purposes that the extent to which the articles and memorandum forms a contract between the members and the company are reflected by the functions of each document. The memorandum’s functions have been altered, but its historical significance continue to be applicable as it has been resurrected and placed within the articles of association. Prior to the implementation of the Companies Act 2006, the memorandum defined the company’s external charter while the articles define the company’s internal charter. Ultimately, the memorandum and articles of association functioned together to determine the member’s commitment to the company’s goals and objectives and how the members will and can facilitate those goals and objectives. ... Instead of referring to the memorandum and articles of association, it merely attributes the contractual basis to the company’s constitution. Elsewhere in the 2006 Act, the company’s constitution is described as the articles of association. This essay analyses the contractual role of the articles and memorandum association in binding the members to company. I. The Memorandum of Association A. The Contractual Nature of the Memorandum of Association Prior to the Companies Act 2006 All UK companies are required to have a memorandum of association.5 Under the Companies Act 1985, the memorandum of association was required to specifically state the company’s objects and constitution.6 Recent reforms promulgated by the Companies Act 2006 have effectively reduced the memorandum of association to a mere shell of its former contractual significance. The current memorandum of association is no more than a simple instrument reflecting basic information such as the companyâ⠂¬â„¢s name, its registered office in the UK, share capital and shareholder liability. Even so, the memorandum of association has historical significance in that its main contractual basis has been transferred to the articles of association. Therefore the common law relative to the members’ commitment to the company’s objects under the memorandum of association are now relevant to the same commitment under the articles of association. Moreover, the share capital and limitation of liability as stated in the memorandum of association are also important parts of the members’ contractual relationship with the company that they form. Under the Companies Act 1985, the Memorandum of Association set out the objects of the company and the purposes for which it was formed.7 Section 2 also provides

Read the story and answer the question Case Study - 1

Read the story and answer the question - Case Study Example Then, the reviewer goes into a list of examples including reasons why managers should let younger employees have a flexible work schedule. Contrast—The author uses contrast when they are contrasting Baby Boomers and Net geners. The author notes that Boomers have spent a long time being threatened by being seen as conservative, and contrast this against the present, when this is more of a danger. The ideals of the past and present are contrasted, and also, there is contrast between the generations considered. 3. Tone—The tone of this passage is informative. The author wants to inform the reader about both Tapscott and Aslop, and they also want to inform about the general subject. This general subject is what both authors also focus upon, and makes up the majority of the information: characteristics of Net geners. Diction—The author uses diction to explain their points through the use of simile. â€Å"But they are reassured that by eliminating rules, chain of command, and doling out praise like penny candy† (par.5). 4. By varying sentence structure, the author also varies the tone of the article, alternating long and short sentences: this is apparent in the third paragraph. The impact is that it makes the essay more readable. The use of jargon is seen in local colloquial language like â€Å"a wonder to behold† (par.3). This makes the piece more conversational. Metaphor is seen in the above quotation regarding penny candy; this keeps the text interesting. I agree with this passage. I think that the author is saying that companies need to be responsive to the needs of their employees, not the other way around. Companies need to retain talent, and therefore they need to understand their employees to be dynamic. My own position on this issue is that companies should listen to even the lowest level of employees, if they have ideas that are going to improve the company. So,