acquired company -company that has been merged into

another company and is therefore no longer in existence;

acquirer -company that gains control over another
company;
acquiring company-company that has gained control over
another company though a merger and remains in existence
after this merger;
acquisition of controlling shares-the purchase of shares
owned by shareholders who have a controlling interest;
assets-any property that is owned and has value;
capital structure-distribution of a company's debt and stock;
Certificate of Incorporation on Change of Name-certificate
issued by Companies House when a company wishes to
change its name;
common law-body of law formed through judicial/court
decisions, as opposed to law formed though written statutes
or written legislation;
Companies House-institution where all limited companies
in the UK must be registered;
compulsory winding-up,(involuntary bankruptcy)-the
liquidation of a company after a petition to the court, usually
by a creditor;
consolidation-the combining of two companies to form an
entirely new company;
constitutional amendment-a change in a company's name,
capital or objects;
creditor-person or company who is owed a financial
obligation;
friendly takeover-situation where a company attempts to but
another company with approval of the board of directors of
the company that is being bought;
hostile takeover-situation where a company attempts to buy
another company against its wishes;
insolvent-unable to pay one's debts;
liquidation-dissolution of a company whereby all assets are
sold and the proceeds (dochd) used to pay off debts;
merger-the acquisition of one company by another, resulting
in the survival of one of them and dissolution of the other;
minority shareholder-shareholder who holds less than half
the total shares outstanding and is therefore unable to
control the business of the company;
objects-goals or purposes of a company;
objects clause-section of a company's memorandum of
association that outlines the company's objects;
Registrar of Companies-officer in charge of keeping the list
of limited companies registered at the Companies House;
sale of substantially all assets-a form of acquisition whereby
all or almost all assets and liabilities of a company are sold;
solvent-able to pay one's debts;
special resolution-resolution on major decisions of a
company (such as changing the company articles or

reducing its share capital) at a general meeting that requires

certain majority, usually 75%;
takeover bid,(US: tender offer)-offer by one company to
purchase at minimum a controlling number of voting shares
of another company;
target-company that is the object of a takeover attempt;
to gain control-to obtain the power to direct or have
influence over the management of a company;
voluntary liquidation,(dissolution, winding up)-liquidation
proceedings that are supported by a company's
shareholders; (x3)
winding-up-process of ending the carrying on of a business
through the settlement of liabilities and the distribution or
liquidation of assets;
written resolution-a written expression of an intention or
opinion decided at a meeting;
entail- to require
Registrar of Companies-a government official whose job is to keep records of all
existing and new companies in the UK, and to make sure that
they record their accounts and other information correctly
Companies House-in the UK, the official governmen
torganization that keeps a record of all UK companies and information about them.
A company that wishes to become a limited company must, by law,
be registered with Companies House
Unanimous- in agreement, uncontested
Spin-off- any distribution by a corporation to its shareholders of one of
its two or more businesses
Subsidiary corporation-partly or completely owned by another
corporation
Pro rata-proportionally
Incompatible-incongruous, inconsistent
Entrepreneurial-pioneering, up and-coming
Dividend- ones share/profit
Deferred-postponed, delayed
Minutes- the official record of the proceedings established during
directors meeting
Quorum-majority
Notice- announcement, information
Allotment- portion assigned or given

Pursuant to- according to/ in accordance with

Resolve- to decide
To allot- to assign, to give portion
A pre-emption right, or right of pre-emption, is a contractual right to acquire
certain property newly coming into existence before it can be offered to any other person or entity.
[1]
Also called a "first option to buy.
To implement- to start/put into action
Adjourned- postponed
Duly- accordingly, properly
Affixed- attached, added
Common seal- a metal stamp for stamping documents with the name of the company to

show that they have been approved officially

query- objection, question
Appraisal rights- rights for stockholders, it means that they can have an independent
judge who can evaluate their shares
Hesitant- reluctant
Persuasive- convincing
Instant-present
In essence- basically
Mere- simple
Stock-for-assets agreement- sale of assets in exchange of shares
Entitled to- given right to
To stray from to move away from
Exempt- freed from responsibility
Convoke- meet
Convene- meet
To realise assets

to discharge debt- the cancellation or forgiveness of a debt

secured creditors-is a creditor with the benefit of a security interest over some or all of the
assets of the debtor.
unsecured creditors- is a creditor other than a preferential creditor that does not have the
benefit of any security interests in the assets of the debtor.
preferential creditors-are creditors that are eligible to receive payments first from a
bankrupt person or business
occupational pension schemes-money generated by the company for the
benefit of its employees ( for their retirements)
on behalf of- as a representative of
insolvency practitioner-An insolvency practitioner is someone who is licensed
and authorised to act in relation to an insolvent individual, partnership or
company - See more at
administrative receiver- When a company breaches the terms of its
borrowing from a creditor with a floating charge, that creditor may
appoint an administrative receiver to recover the money it is owed.
CVA( company voluntary arrangement)- is a procedure enabling a company to
reach an agreement with its Creditors about how its debt is to be repaid
Undischarged bankrupt- someone who is legally bankrupt but who still has
to pay back particular debts and cannot borrow again without
tellingfinancial organizations considering a loan that they arebankrupt:
Waived-abandoned, rejected
Requisite period-time during which accounts for limited companies
should be delivered to the registrar of comapnies
Accounting reference date-When a company is incorporated, it will usually have an
accounting reference date that is the last day of the month in which the anniversary of its
incorporation falls. Directors can change the accounting reference date by filing an
appropriate form with the Registrar of Companies

To strike off the register- when a company is no longer active, it may be

removed from the registrar of companies
Dissolve- dissapear
To default- fail to pay the debt
Remit-send, transfer
Binding agreement-An agreement between two or more parties, especially one that is
written and enforceable by law
Vendor-seller

Offeree- person receiving the offer

Unqualified agreement- accepting the agreement without hesitation
( agreeing to the terms without any reservations)
Reception ruleInstantaneous-immediate, rapid
Enforceable- contractual

Rebuttal presumption- an assumption that can be contradicted if there

is contrary evidence