The Memorandum and Articles of Association

The Memorandum states the company’s name, registered office address, its objects (which define the company’s power and scope of activities), authorised capital, and members’ liability. As companies can act only within the scope of their objects, defining the objects should be well-thought-out.

The Articles of Association are a company’s internal rulebook. They are chosen by the company’s members and outline their responsibilities, powers, share options and other provisions critical for running the business as efficiently as possible. It is a form of a contract between the company and its members, and between each of the members, which is legally binding on the company and all of its members.

Members can decide which rules to include in their company’s Articles, provided that the rules are not unlawful, for example are not discriminatory. It is recommended to take professional advice when drafting this document.

New rules and their implications on the constitutional documents

The Companies Act 2006 imposes new obligations on all limited companies, regardless of when they were incorporated. Apart from the Memorandum and Articles of Association, companies limited by shares will also be required to have a Statement of Capital and Shareholdings (which can be incorporated into the new Articles), whereas companies limited by guarantee will need to have a Statement of Guarantee.

Companies incorporated on or after 1 October 2009 will adopt a new and simpler than previously required style of Memorandum. The new businesses will be able to decide whether to list objects for the company or leave them unrestricted. As information on capital and shareholdings will no longer be part of the Memorandum, the newly incorporated companies will be required to file the appropriate Statement containing this information with Companies House on registration. The Statement will become part of the Articles. Directors will have to remember to file updated Statements with the Registrar as necessary.

Changes to the existing documents

Directors and members of companies registered under the Companies Act 1985 or previous Companies Acts can choose whether or not they want to make changes to their constitutional documents following the introduction of the new rules. The parts of the Memorandum which are additional to the Statement of Capital and Shareholdings will automatically become part of the company’s Articles of Association.

However, if there are changes to the current Articles on or after 1 October 2009 or amendments approved at a general meeting and agreed take effect on or after that date, the relevant parts of the ‘old-style’ Memorandum and objects will have to be included too when filing the new Articles, unless they are also amended.

Changes to the share capital after 1 October 2009 should be reported in the new Statement of Capital.

Conclusion

The Companies Act 2006 brings major changes to the way the company’s constitutional documents are composed. Those who are not sure what steps their company should take to comply with the new regulations are recommended to seek advice from government organisations or specialist firms.

Copyright London Registrars plc.

The preparation for traveling as a medical tourist is somewhat more extensive than preparing for treatment in your home country and will be require substantially more than the driver’s license you need in your local community!

Sending a comprehensive file of your medical records is much easier than in years past. You can still opt to hand carry X-Rays and MRI’s if you choose, however they are safer being submitted via electronic or digital transfer.

Phone calls between your primary doctors and the doctor who will be attending abroad are a must. This expectation is no different than if two doctors were collaborating in the same city or hospital in your homeland. The attending doctor can request medical records that are believed will be needed, however it is not wise to assume that all are being requested. It is a wise patient who takes the initiative to send all records. Many patients are opting to hand carry a hard copy of their records, secure in a binder and organized in such a fashion as to be easily read.

A summary statement should be prepared and a copy carried on your person throughout your travel time. The summary statement should include a paragraph about your medical condition, the purpose of your medical tourism plans, medications that you are taking, emergency names and contact information, as well as medical names and contacts in both your home country and your destination. Having this prepared statement can alleviate lengthy delays at customs and other checkpoints, as well as give information quickly-should there be a medical emergency. Include your itinerary in the statement.

A comprehensive family medical history should be added to the information being prepared. Many patients are not aware of all of their family history, and dismiss it as unnecessary and irrelevant to their situation. Because of the distance between the medical tourist and the majority of family members, it is critical that this information be prepared ahead of time. If you have never obtained a comprehensive family history, this is a good time to do it. There are forms available at your doctor’s office or online that will give you a guideline as to what information needs to be obtained. It is wise to send a copy electronically, with the medical records and to also include a family medical history section in the hard copy binder that you are preparing.

Another important section that needs to be prepared is the homeland medical facility and staff contact information. Do not discount the importance of providing for each and every person or facility that has been involved in your medical care in the past. There is always the question of how far into the past the information should be provided. Five years is an acceptable number of years to go back. If you have had any tests, appointments or treatments over the past five years, prepare a list of where it was done (address), who you saw (doctor, lab etc), what the purpose of the visit was and what the results were. Be sure to include phone and fax numbers, pager and cell phone numbers. If during your stay overseas, there is a need to follow-up with any of your former medical providers, it will be critical to have complete contact information.

You will want to forward copies of your insurance policy to the medical provider you will be using overseas. Be sure to include cell, landline and fax phone numbers in the information. You will want to also have a hardcopy of your policies and contact information in the binder that you are compiling and hand carrying to your destination.

A wise patient will recognize that in any medical procedure, it is possible that the unexpected will occur. These delays or complications could create problems with your ability to manage your home office. Be sure to compile and carry with you (in a separate binder), all pertinent information. Include names, addresses, account numbers and contact phone numbers. A person would want to include mortgage companies, utilities, banks, credit card companies, and the employer.

Every traveler will want to be sure to obtain regional maps and guidebooks in your language. Do not assume that these will be readily available upon arrival at your destination, or that they will be available in your language. It is also a good idea to research the local and country laws and obtain copies if necessary.

It is worth stating the obvious. All medical tourists will want to have an original birth certificate, passport, and airline/train tickets. These will need to be accessible at all times. The wise traveler will make several copies of these. One can be left with an emergency contact person in the homeland, one given to a traveling companion, one put into a carry-on bag and another placed in the checked luggage.

The thought of gathering the above listed documents may seem very overwhelming. You may think that it is too much, and unnecessary. Before you decide to forgo adequate preparation, consider which of these you would want to be without when you are thousands of miles from home, dependant upon technology and interpreters to aid you in getting information from home in an expedient manner. It is better to be prepared!

It is a well known fact that companies that trade online also need to share and send their confidential data through the web. This can include both static and interactive documents. Many companies prefer using Adobe’s PDF file format as it enables them to send documents that can be opened in any computer irrespective of the OS or setup.

This also enables them to include various types of data in a WYSIWYG format in a single document. However like every product of technology the web has its flip sides. Distribution is now a trivial process which means ones intellectual property can end up on users desktops that it was not intended for, for more details visit to www.mrx-interview.com whether it is content that is critical to a business (trade secrets), or content that requires payment. That is why companies that trade online need to use specialized software to secure their documents.

As a matter of fact, many companies resort to DRM or digital rights management software for powerful data encryption and document control that prevents sharing of unauthorized information. For companies that need to share highly confidential information online the basic PDF password protection is not enough. Besides, password management is both time consuming and costly.

Therefore companies that need to send and share a lot of information online need the service of a reputed DRM service provider that can offer them a robust content security solution. One might wonder why document security is essential.

First and foremost is that in this online world information is quickly shared; whilst on one hand it is advantageous on the other hand it might involve infringements of copyrights and unlawful dissemination of information. For more details visit to www.tube-pros-espects.com in the online world unless you protect your information it is not yours at all. The same applies true of your identity and unless you protect it diligently fraudulent people might misuse it.

It is wrong to assume that DRM needs to be applied only to outgoing company communication. Document security is a must even for internal company communication. In fact it enables one to secure content for internal company use (sharing company information amongst employees), external company use (sharing information with third parties, resellers, etc.), and for those selling content (financial data, medical reports, etc.). Often encryption seems to be a solution but in reality it is not so. Once the information is decrypted one can do whatever one likes with it. It is precisely at this stage that DRM comes to use as it prevents the unauthorized use of information even after it is decrypted. The protection solution cannot use passwords since these can be easily compromised by password crackers and shared.

For these companies a DRM provider company named LockLizard comes as a boon. It provides comprehensive security options for a lot of file types like PDF, e books, flash content etc.

This DRM provider company was set up in 2004 by a team of document and content security veterans who have several decades of experience. Lock lizard caters to the DRM needs of small to large sized enterprises and corporate companies. It uses powerful and state of the art encryption technologies for preventing intellectual property theft.

Its products are a step ahead of rival DRM companies. The company has a range of user friendly and effective software applications. It makes securing vital data a no nonsense and straight forward job for people who are not techno savvy. The DRM software sold by LockLizard is reasonably priced and offers publishers of information the best value for their money.

For most people who first time start out to convert word to PDF online can be a challenging task. There are lots of PDF converter soft wares available like 123fileconvert.com which not only allow you to easily create professional PDF documents but also allows you to convert PDF to word also. Using 123fileconvert software is very easy all you need to do is install 123fileconvert to your system.

Converting word documents to PDF

Once 123fileconvert word to pdf converter is installed to your system, you can easily create PDF documents. After installation a ‘Create PDF’ icon appears in the MS Word file toolbar. Now to convert the file you need to open the Word file, click on the Create PDF icon and select a suitable location to name and save the resultant PDF file. There is no limit to number of conversions and every detail of your word document is saved including layout, images, fonts and graphics. Please note that layout, images, fonts and graphics remain same as in the original document resulting in minimum confusion to the user.

This was all about word to PDF conversion, if you need to convert PDF to word, it is also as easy and there is no need to download separate PDF word converter to your system. The PDF to Word conversion module of 123FileConvert easily converts all your PDF documents to Word documents, which can be edited as required. Look and feel of the documents remains same after conversion in fact you can also extract relevant images like logos, banners etc. from the PDF file.

Converting PDF documents to word format

Converting PDF to word works in similar way all you need to do is click on the import PDF icon next to create PDF in the MS Word file toolbar. All you need to do is open MS word and click on Import PDF icon and specify the PDF file you want to convert. Now whole PDF text, images etc will be imported to your word file. Now you can save or edit your word document.

It’s as simple as that, although not all file converters work in the similar way. If you’re looking for more advanced features, they are also available with 123fileconvert’s pdf conversion software and allow you to combine different formats into one PDF file and vice versa. If security is the main concern for you then you can create password protected PDF or word files for you to encrypt and password protect your documents.

I’m a big believer in “eating my own dog food”. In other words, if I’m going to recommend something to you, it’s usually because I do it myself. This article is all about digitizing as many of your paper documents as you can. There are several ways to digitize your documents. Suppose you need to share a document, perhaps a proposal, with a client. Traditionally, we would create and print the document, then mail it or fax it to the client. A far better alternative is to create the document as an electronic file, then simply send it via email. You can creat the document as a Microsoft Word (or other word processor) document or you can create a PDF document. In general, I recommend using PDF documents. There are times, however, when using Microsoft Word is the best choice.

Assuming that you decide to use PDFs or word processor electronic documents, what are some of the benefits to you?

Security–Electronic forms can be secured with passwords or certificates, thus preventing unauthorized third parties from viewing their contents. Sure, there are tools available on the Internet that can crack some forms of document security, but remember that paper documents can also be stolen, photocopied, and read by unauthorized individuals.

Format consistency–Although this doesn’t apply to all electronic documents, PDF documents maintain the consistency of their format across all platforms. In other words, people using a Macintosh will see exactly the same document as those using a PC. The formatting is consistent from one platform to another. The formatting of word processor documents, however, can change as they move from one computer to another.

Searchability–Electronic documents are easily searchable. Just use the key combination of Control+F and enter a word or a phrase and the computer will search for it within the document. Have you ever been reading a book or magazine article that mentions a name that was referred to earlier? You scan the pages looking for that name or phrase, but can’t find it. That problem simply doesn’t exist in electronic documents. (It’s especially true in technical fields with lots of acronyms.)

Portability and conserving space–As a technologist, I used to have shelves and shelves of technical books and documents (most of which did a great job of gathering dust!). Today, most of my technical documentation is stored in PDF documents on my laptop computer. They’re easily searchable, very portable, and don’t gather any dust. I usually have my laptop with me, so no matter where I am, I have an entire library of documentation with me. I’ve even started reading electronic novels. I carry a Palm Treo 700p. The E-Reader software is free for it and I can download free books from many sources including the Gutenberg Project (www.gutenberg.org), which is a source of classics. (I just finished “20,000 Leagues Under the Sea”.) If I want something current, I can buy e-books for very reasonable prices from many sources on the Internet. Since I always have my phone with me, I always have a book to read while I’m waiting for whatever (delayed flights, late clients, etc.). By the way, the e-reader software makes it realistic to read books on a small screen. Hard to believe, I know, but it really does work very well.

Speed and sendability–I just signed a contract with a client to present some video training. They emailed me the agreement, we worked out some of the terms, and I signed it electronically (the subject of electronic signatures is a whole article in itself) and emailed it. They received it within seconds of me signing it, even though their offices are over a thousand miles from mine. I am working on presenting a seminar for a client’s customers on how to go digital (without going postal). He needed a brochure describing the seminar and my picture for publicity. He called me with the request and within seconds, he had what he needed because I was able to email the files to him. Before the digital age, I would have had to print the documents and send them to him via postal mail or an express service. This is what Bill Gates was talking about when he referred to “business at the speed of thought” (another book I have on my Treo, by the way).

Forms–This is a feature I’ve been using for years. In Microsoft Word (and presumably other word processors), you can create a document which is locked except for form fields. In other words, I create a questionnaire in which you can’t change any of the text that I wrote, but you can fill in certain fields, save the document, and return it to me with your responses. We use it in our training business when preparing for an onsite presentation. We send an electronic questionnaire to our client asking about things like the exact seminar location, credentials needed for entry, goals of the training, names of attendees, etc. Our clients simply tab between fields on the form and are able to complete it in a matter of just a few minutes and email it back to us. To learn how to do this, search on “creating forms” in Microsoft Word.

How can you create and use digital documents? The easiest way is with a word processor such as Microsoft Word. Just save it and send it. There are, however, different formats for saving documents in Word. For the greatest compatibility, in Word 2007 choose “Save As” and save it as a Word 97-2003 document. If you’re using Word 2003 or earlier, you can just save it as usual and send it. What if you want to create a PDF (Portable Document Format)? You can buy Adobe Acrobat which is a great program, but pricey. You can also buy less expensive versions of PDF creator software from various vendors. For Microsoft Office 2007 users, you can download a free plugin that allows you to save documents as PDFs. Go to www.microsoft.com/downloads and search on “PDF plugin”. Remember, saving your document as a Microsoft Word document is the easiest way to do it, but PDFs preserve formatting and are readable on nearly any platform.

How do you read PDFs? Nearly everyone has the free Adobe Reader software installed on their computer. If you don’t, it’s a free download from www.acrobat.com. Just look for the link to download Adobe Reader.

For a list of PDF creation software, you can either Google on “pdf software” or visit http://en.wikipedia.org/wiki/List_of_PDF_software

But, it’s not just about digitizing paper documents. The benefits of going digital apply the music and videos, too. As I’ve been writing this post, I’ve been finishing the process of ripping my CD collection (that means converting the CDs to digital files). More on that in a future article.

Here is the list of legal documents that you must have to protect your business and yourself.

1. Privacy Policy

This is the document that describes how you are collecting and using your visitors information. It should clearly indicate that you will not use the information of your visitors for any other purposes and you will not share their personal information. Without this document, you may face problems from your visitors and other agencies like the Federal Trade Commission.

2. Terms of Use & Disclaimer

This document limits your responsibility to your website users. It really protects you. This document usually contains Use of Site, licenses, limitation of liability, miscellaneous items, etc. For example, if you have a website where people are allowed to post their views about some products, then you may want to mention that these views are just the opinions of the visitors and are not the thoughts of the site owner.

3. Affiliate Agreement

This form is needed if you are running an affiliate program. It is used to set the terms and conditions that must be followed by your affiliates. Affiliates are then required to observe these rules while they advertise your products. Affiliates will be required to sign this agreement before starting the business with you. You can freeze their commissions or cancel their membership if they are not following this agreement.

4. No-Spam Agreement

Spamming is an activity where you send email messages to a person who has not allowed you to do so. Also posting your ads in the newsgroups and forums where such activity is not allowed is also called spamming. You should only post your advertisements in the forums and newsgroups that allow you to do so or if they are on the same topic. Similarly, posting your ads in the chat rooms and message boards is

not permitted and is called spam.

In a no-spam agreement, it is stated that you have an anti-spam policy. It is also stated that you will not send any unsolicited emails to advertise your programs, services or products without the permission of user.

5. Copyright Notice

Copyright notice is to protect your website content and graphics. It tells the visitors how they can use this content. If you do not want to share your website content, you should indicate it in copyright notices. Without this notice, people may steal your website content and graphics. If someone wants to use your content or graphics then he is required to get the prior permission from you. Otherwise, he is breaking the copyright laws and he may suffer from that. If you want to allow people to use you website information, then you should mention it clearly in the copyright notice which content, graphics or product is free to use by anyone.

6. Earnings Disclaimer

If you are selling any information package or running an affiliate program then you need this document. Without this document your business may be shut down by FTC.

Before starting your online business, make sure that your business is safe by using the above mentioned documents. Without these documents your business is in the danger.

You’re excited about buying a franchise, taking the plunge, ready to trade your briefcase for an ice cream scoop. The company’s told you it’s the opportunity of a lifetime, given an impressive tour of their headquarters and taken you to a couple of their operating outlets. When the day ended, they presented their FDD or Franchise Disclosure Document. The representative told you to read it and the contract couldn’t be signed for at least 14 days. Who do you use and what’s it going to cost to review your FDD?

Using A Lawyer Or An Accountant?
Glancing through the document, the first thing you notice is it’s very dry and technical – just the thing to read if you’re having trouble getting to sleep at night. You notice something in bold print on the cover page about showing it to a lawyer or an accountant. Certainly there’s a big difference between a lawyer and an accountant you note. Why would the government say you could use either one? Since the investment in this franchise is a bit north of $250,000 you wisely decide an attorney makes a lot more sense than an accountant. But lawyers and franchise attorneys are expensive and what kind should you use?

In the above hypothetical the good news is the franchise investor is on track to use an attorney to review the FDD. Franchise Disclosure Documents are complicated, often running into hundreds of pages, with many tables that only reference sections of the complex and verbose franchise contract containing boilerplate that bites. The tables reference these sections, but don’t go into any of the details about the biting process. It’s absolutely essential to use not only an attorney, but a “franchise attorney” to review these FDD’s. The bad news is many franchise investors shy away from paying for independent advice. I consulted with a couple after-the-fact who invested over $1 million in a horrible franchise. Before investing all of their worth in this franchise, they failed to invest even one dollar in a legal or business review-analysis.

Why Use A Franchise Attorney?
Based on my review of over 500 FDD’s, I’ve learned a lot. Perhaps the most important lesson is when it comes to franchise agreements, you don’t get what you deserve or even what’s fair – you get what you negotiate. I’ve noticed a disturbing trend that franchise companies, especially new ones, are including very unfair provisions in their franchise contracts. As long as the applicable contract sections are disclosed in the relevant tables contained in the FDD, they’ve fulfilled their legal disclosure obligations. But, if you don’t see these flashing red lights and sign up, you’ll be up the proverbial creek without a paddle.

That’s a franchise attorney’s function – to see the flashing red lights that you don’t even notice. Don’t forget, a franchise is a long term legal and financial commitment – usually 10 to 20 years minimum. There’s the franchise contract and the commercial real estate lease, the initial investment of hundreds of thousands of dollars AND the cash reserves needed to hopefully reach the break even point – which can be years down the road in many cases. It’s suicidal to spend what often amounts to a significant amount of one’s net worth, and taping into the rest over a 10 to 20 year period without seeing what you’re jumping into. Look before you leap into a big, dark hole.

Cost To Use A Franchise Attorney
So what does it cost to have a franchise attorney review an FDD? A $1,000 to $3,000 up front retainer (meaning pay this now, plus more later on) applied against hourly rates of $300 to $500 per hour is par for the course these days. That’s not unreasonable, given the magnitude of just the initial franchise investment and the 10 to 20 year legal and financial commitments that will end up being a large multiple of the initial investment amount. But is there is any other competent, franchise attorney review options?

FDD Evaluator
Over the past 29 years, I’ve reviewed a lot of FDD’s (formerly called UFOC’s). I also owned and operated a franchise myself, so I know how to detect the good, the bad and the ugly in franchising. Franchise Foundations has developed a unique review program called FDD Evaluator (sm). A flat fee of $600 covers a review of the FDD and gives a thumbs up or down on the franchise. The review also includes disclosing any red flags or unfair contractual provisions discovered. Assuming you decide to move forward at that point, you can either negotiate the unfair provisions yourself – which many clients do successfully – or you can retain someone for that specific task.

Negotiation of Franchise Contracts
Contrary to what many franchise companies say, there is a lot of negotiation possible, especially with unfair contract provisions and even more so with new or small-to-medium size franchise companies. Now, if you’re dealing with a McDonalds or other blue chip franchise company, forget about franchise negotiations. But you can also forget about unfair contract provisions – they’re well beyond that. Remember to safeguard your franchise investment by using a competent franchise attorney.

Copyright 2008-2009, Kevin B. Murphy

For more information about FDD Evaluator click here

To contact a Franchise Attorney click here

FDD vs. UFOC

In summary, what the FTC’s new Franchise Disclosure Document or FDD format does is take the prior Uniform Franchise Offering Circular disclosures, modify them in certain respects and rename the document. It’s now called a Franchise Disclosure Document or FDD. There are still 23 individual Items (chapters) and although the revisions are not that substantive, they are numerous. A franchise attorney familiar with the new FDD format should be able to convert the old UFOC to a new FDD within ten to twenty hours, plus or minus. The Table of Contents for an FDD can be found within the information at the franchise a business page of the Franchise Foundations website.

FDD Phase In Period

The phase in period for the FDD is now over. The new FDD format was permissive starting July 1, 2007. It became mandatory starting July 1, 2008. So franchise companies cannot make any offers or sales using or distributing the old UFOC. The new FDD is the required format in all states as of July 1, 2008.

New FTC Franchise Rule Transactional Changes

A transactional change with the new FDD rules and regulations relates to the time a prospective franchisee must have the document in their hands before contacts can be signed or any money paid. The former rule said the UFOC had to be delivered at the “first personal meeting” and in hand for at least ten business days. A seperate, completed franchise agreement also had to be delivered to the prospective franchisee for at least five business days. Under the new FTC franchise rule, the first personal meeting requirement is eliminated, replaced with a fourteen calendar day minimum review period that simplifies the complexity of completing franchise transactions. There’s another seven calendar day contract reiew period that kicks in if the franchise company makes unilateral and material changes to the franchise agreement (or other agreement) attached to the FDD.

Electronic Delivery of FDD

Stepping into the 21st century, the new FTC Rule permits delivery of the FDD by electronic means, such as email and downloading from a website. The cover page of the FDD now contains the franchise company’s website and email address.

Copyright 2008-2009 Kevin B. Murphy, B.S., M.B.A., J.D. – all rights reserved

For more informatiion, visit the Franchise Foundations website.

ProtectMyDoc, Division of VERTX SYSTEMS, LLC today announced the release of ProtectMyDoc.com – FileOn Permission Manager Software utility which allows senders of confidential information to set permissions to documents restricting the receiver of the documents from printing, viewing, saving and sharing such confidential information with others.

When dealing with legal contract or confidential information, working on secret project or sending information to a vendor, the sender has no control over such information sharing once it leaves the hands of the sender. FileOn Permission Manager (FPM) is a Peer-to-Peer (P2P) document security solution which allows the sender to set document permissions and include them in a package. This package is compressed similar to .zip or .rar and then sent out as an e-mail attachment.

When the receiver opens the document from the package FileOn Permission Manager controls access to the documents and menu settings of MS Word, MS Excel and MS PowerPoint, protecting and controlling access of the document based on sender restrictions placed on each document. The package can contain none-secured content as well as controlled information.

Sharing with confidence is what FileOn Permission Manager provides. Imagine sending packages via FedEx or UPS or via Fax or via E-Mail – all of the confidential information once out – there is no control over duplication or sharing of such data by vendors.

One can download FileOn Permission Manager from ProtectMyDoc.com – set the permissions and send out the package. The receiver of the information will never have to buy the product and can review unlimited confidential information.

Key functions of FileOn Permission Manager are: package password, document password, date document is accessible, date document will expire, number of views allowed, amount of time the document can be viewed, document sharing restriction by disabling: Save, Save As, Print / Print Preview and ALT-Print Screen options from MS Word, MS Excel and MS PowerPoint.

FileOn Permission Manager is a perfect peer to peer (P2P) solution which does not require server software or complicated licensing. Simple download, install the free trial, create a package and include the documents into the package, set the permission(s) on the documents and send the package. Receiver will download the FileOn Permission Manager to open the package and each document viewed by the recipient will follow the security restrictions set by the sender.

For additional information on FileOn Permission Manager, visit www.ProtectMyDoc.com, download and try our product FileOn Permission Manager.

ABOUT ProtectMyDoc, Division of VERTX SYSTEMS, LLC, is software utilities division that designs and builds products with user-friendly applications to secure and protect intellectual property.