Articles of Association
The contract which regulates the company's internal management and administrative affairs subject to the company's Memorandum of Association and company law. The Articles regulate matters such as director's powers, proceedings at members meetings, conduct of board meetings, etc.

Certificate of Incorporation
The Certificate issued by the Registrar of Companies House stating that the company has been incorporated under the Companies Act and that the company is limited or unlimited as appropriate. The company will be given a registered number and as of the date of incorporation become a legal entity.

Company Secretary
The individual responsible for keeping the various records of the company such as minutes of board and general meetings and the various records which must be kept at the registered office. Individuals and officers of the company may be liable to a fine if the company is in breach of the provisions of the Companies Act which require information to be filed with the Registrar of Companies.

Dividend
A payment to the shareholders of the company which provides them with a return on their investment.

Minority Shareholder
The shareholder of a company who is unable either alone or with his associates to prevent others from controlling the board of directors of the company and the management of its business.

Pre-emption Rights and Transfer
The rights of existing members of the company whereby a member wishing to transfer shares is first required to offer those shares for purchase by the other members or some selected category of members.

Prohibited Transfers
Transfers to certain classes of people who are excluded from membership of a company details of which are frequently contained in the Articles of Association of a company and stipulate to whom the shares cannot be transferred.

Shadow Director
Any person in accordance with whose direction and instructions the directors of a company are accustomed to act.