Re: Forms of words

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Re: Forms of words

James Forrester-5
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Alison Wheeler wrote:

> For the preamble, add to the start of the Articles:
>
> | 1 Preliminary
> | 1.1 The Regulations in Table C in the Schedule to the Companies
> | (Tables A to F) Regulations 1985 as that Schedule was in force on
> | the date of adoption of these Articles (hereinafter called "Table
> | C") shall apply to the Company save to the extent that they are
> | excluded by or are inconsistent with any of these Articles.

So updated.

> Also, a form of words for the "anything else" clause could be
>
> | X.X  To undertake and carry on any other business which may seem to
> | the Company capable of being conveniently carried on in connection
> | with any of the above specified objects, or calculated directly or
> | indirectly to enhance the value of or render profitable any of the
> | Company's property or rights, and to conduct and carry on any part
> | of the Company's business as a separate concern, and to employ in
> | any such separate business any particular part of the Company's
> | capital, and to keep separate capital and income accounts of any
> | such separate part of the Company's business and so far as any
> | separate part of the business is the business of an investment or
> | trust company, or of a nature similar thereto, to receive and keep
> | separate the dividends, income, profit, bonuses and advantages of
> | every description from time to time payable or receivable in respect
> | of the Company's investments, and to divide the excess of current
> | receipts over current expenditure relating to such separate part
> | without regard to any fixed capital that may be sunk or lost, or to
> | the loss of capital in any other part of the Company's business.

Well, I've put it in; it does seem a tad exhaustive, certainly. :-)

> I've also found reference to a definition:
>
> | "Electronic communication" means the same as in the Electronic
> | Communications Act 2000

Added.

> Also, for safety, at the end of the definitions the para
>
> | Unless the context otherwise requires, words or expressions
> | contained in these Articles bear the same meaning as in the Act but
> | excluding any statutory modification thereof not in force when these
> | regulations become binding on the Company.

Hmm. The current wording includes that. :-)

It also includes:

| Apart from the exception mentioned in this Clause, any reference to an
| Act of Parliament includes any statutory modification or re-enactment
| of it for the time being in force.

... directly after it, which seems a bit repetitive in light of the
previous; is this worth "fixing", or is it indeed necessary?

Yours sincerely,
- --
James D. Forrester
Wikimedia : [[W:en:User:Jdforrester|James F.]]
E-Mail    : [hidden email]
IM (MSN)  : [hidden email]
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Re: Forms of words

Andrew Walker-3
On 1/28/06, James D. Forrester <[hidden email]> wrote:
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>
> Alison Wheeler wrote:
>
> > For the preamble, add to the start of the Articles:
> >

<snip>

> > | "Electronic communication" means the same as in the Electronic
> > | Communications Act 2000
>
> Added.
>
> > Also, for safety, at the end of the definitions the para
> >
> > | Unless the context otherwise requires, words or expressions
> > | contained in these Articles bear the same meaning as in the Act but
> > | excluding any statutory modification thereof not in force when these
> > | regulations become binding on the Company.
>
> Hmm. The current wording includes that. :-)

I think that is talking about the companies act (the Act)  - if it
changes after we incorporate we do not include the update when we read
and interpret the MoA and AoA later.

>
> It also includes:
>
> | Apart from the exception mentioned in this Clause, any reference to an
> | Act of Parliament includes any statutory modification or re-enactment
> | of it for the time being in force.
>
> ... directly after it, which seems a bit repetitive in light of the
> previous; is this worth "fixing", or is it indeed necessary?
>

And that is talking about any other act - if the other act (e.g. the
Electronic Communications Act 2000) has been modified before the
company is Incorporated (a hypothetical example may be to add mobile
phone video messages to the definition of electronic communication)
then we use the modified, not the original, definition of electronic
communications by talking about the Electronic Communications Act 2000
(and we don't have to list lots of statutory instruments).

So I don't think that one needs fixing!

Cheers,

Andrew
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Re: Forms of words

Alison M. Wheeler
In reply to this post by James Forrester-5

> Well, I've put it in; it does seem a tad exhaustive, certainly. :-)

OK ... simplified:
----
X.X  To undertake and carry on any other business which may seem to the
Company capable of being conveniently carried on in connection with any of
the above specified objects, or calculated directly or indirectly to
enhance the value of or render rofitable any of the Company's property or
rights.
----
Thinking about it, the rights to create a subsidiary are overkill for us
in all likelihood ...

Alison
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