...Company Law 2.1.1 Separate Legal Personality of a Registered Company Currently at Page & Plant, neither person has been able to reach an agreement as to how their business should be organised. Under Scottish business law, their current business relationship would be classified as a Partnership, which results in both partners being liable for any situation e.g. account defaults, liquidation or lawsuits. Not only would the liability extend to the assets of the business but would also include personal assets e.g. their homes and cars. In order for Page & Plant to limit or minimise their liability, they must separate the legal personality and legal consequences of the business. In order to do this, Page & Plant can become a registered company as a corporate body. They must be incorporated under the Companies Act 2006 or previous company legislation. Private and Public Limited companies must be registered under the Companies Act in order for the company to become an independent legal person which means the registered company becomes a person capable of taking on duties recognised and enforced by courts. A separate corporate personality means: * The company is able to raise its’ own legal actions and be the subject of legal actions * The company’s members enjoy limited liability * Even with changes to the company’s membership, the company continues to exist, as opposed to a sole trading business or partnership, as the business would change in......
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...governance, as well as to accounting and auditing, is essential for creating a Single Market for Financial Services and products. In the fields of company law and corporate governance, objectives include: providing equivalent protection for shareholders and other parties concerned with companies; ensuring freedom of establishment for companies throughout the EU; fostering efficiency and competitiveness of business; promoting cross-border cooperation between companies in different Member States; and stimulating discussions between Member States on the modernization of company law and corporate governance. This report is a diagnostic assessment of the corporate governance regulations and practices in Bangladesh. The assessment is measured against international norms and current practices as recognized by the OECD Guidelines on Corporate Governance. The report identifies critical areas where institutions, regulations, or other economic factors in the corporate sector could be strengthened to improve corporate governance (CG). As such, the authors identify strengths and weaknesses of legal requirements, regulations, and corporate practices. To identify the current strengths and weaknesses, the authors drew heavily on a review of laws and a survey of businesses organisations carried out by the research team as well as a series of interviews with key stakeholders. This analysis will serve as a basis on which further study can build. In fact, this report comprises the first stage of......
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...4 Private company limited by guarantee 5 Private unlimited company 6 Memorandum of Association 7 Article of Association 9 Memorandum and Articles of Association: 10 Memorandum and Articles of Association Form 10: 10 Memorandum and Articles of Association Form 12: 10 Memorandum and Articles of Association Advantages: 11 Memorandum and Articles of Association Disadvantages: 11 Dissolving ANNHANNY 11 What is a dead business. 12 Striking off a company 13 Winding up a company 14 Reference 16 Introduction The selling and supplying children books fall under the category of distributor and wholesaler. There are few prominent companies in Malaysia who are specializing in selling and supplying children books such as Grolier (M) Sdn. Bhd and the Children World Publications (M) Sdn. Bhd. In the case of Anne and Hanny, they have initiate a plan to set up a business selling and supplying children books. This will followed by another expansion toward setting up a publishing firm in the future. They type of organization that will be suitable for them will me more like the Children World Publications (M) Sdn. Bhd. Their type of business is somewhat similar to what Anny and Hanny had in mind initially. The only difference is, Anne and Hanny wanted to do it in two separate steps. First step is to open up a business selling and supplying children books then as the business grows they will embark into setting up a publishing firm in the future. So...
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...The company articles are mandatory legal documents to register a company. Under the old Companies Ordinance, Cap.32, the company articles consisted two documents, namely the memorandum of association and the articles of association . The memorandum contained basic information of the company and stated business objectives of the company, while the articles of association set out the rules for internal management that governs company. Amendments and updates of the Companies Ordinance have been made frequently in order to modernize the law in enhancing corporate governance, and also to provide Hong Kong a distinctive business environment, benchmarking Hong Kong as a global business and financial hub . As a result, a new Companies Ordinance was enacted on March 2014 with a revised chapter number Cap 622, where the memorandum of association was abolished and no longer a mandatory legal document for company registration, leaving the articles of association as the single constitutional document for a company. The memorandum of association is a public document enclosing the major provisions of a company’s constitution . It governs the relationship between the registered company and the outside , affecting how a company may enter into contracts with third parties, in which it serves as a legal document dealing with the external. The memorandum of association also contains basic information about the company, first the name of the company either in English, Chinese or both English......
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...Company Definition: A legal entity, allowed by legislation, which permits a group of people, as shareholders, to apply to the government for an independent organization to be created, which can then focus on pursuing set objectives, and empowered with legal rights which are usually only reserved for individuals, such as to sue and be sued, own property, hire employees or loan and borrow money. As Under Sec 2 (1) (d) The Company Act, 1994: “Company means a company formed and registered under this Act or an existing company.” PROMOTION OF A COMPANY Promotion is the first stage in the formation of a company . It involves conceiving a business opportunity & taking an initiative to form a company so that practical shape can be given to exploiting the available business opportunity. FUNCTIONS OF A PROMOTER (i) Identification of business opportunity (ii) Feasibility studies (a) Technical feasibility (b) Financial feasibility (c) Economic feasibility (iii) Name approval (iv) Fixing up Signatories to the Memorandum of Association (v) Appointment of professionals (vi) preparation of necessary document 1 (2) the characteristics of company: Characteristics of Company: Any Company Private or Public formed and registered according to The Company Act of 1994 has the following salient features: 1. A separate legal entity 2. An artificial legal body or person 3. An organized and incorporated body 4. Perpetual succession 5. Limited range of liabilities 6. Common......
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...LAWYERING SKILLS Professor Rogelio Lasso Summer 2012 Handout 5 THE BASIC OFFICE MEMORANDUM I. INTRODUCTION We have discussed how to analyze and apply legal authority. We have also discussed how to write a case brief, which law students usually write for their own use. Most legal writing, however, is done to communicate with others. As a law student (and new lawyer), you will receive legal problems and will be asked to analyze the problem and write up the results of that analysis. The typical vehicle that lawyers use to do this is the legal memorandum. When you write a memorandum, you will make use of the several analytical skills you have been developing. This handout explains the form and content of a legal memorandum. II. PURPOSE OF A MEMORANDUM A legal memorandum is a document written to convey information within a law firm or other organization. It is a written analysis of a legal problem. The memorandum is usually prepared by a junior attorney or by a law clerk for a more senior attorney early in the firm's handling of a legal dispute. The writer analyzes the legal rules that govern the issues raised by that problem and applies those rules to the facts of the case. These memoranda prepare attorneys to advise clients how to proceed, if at all, with prospective business dealings or litigation. The memo must be complete and objective including both the rules and facts that help the client and those that do not. In concludes with a considered opinion......
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...них:продолжающаяся форма обучения | Аудиторные занятия | | | Онлайн занятия | | Лекции | 2 | | | | Семинары, | | | Самостоятельная работа студента | 50 | практические занятия | 2 | | | | Приложение № 2 Шаблон тематического плана учебной программы для бакалаврских программ смешанной формы обучения Тематический план № | Название темы курса или занятия | Постоянная форма | Продолжающаяся форма | | | Кол-во часов | Кол-во учеб. недель | Кол-во часов | | | Лекции | Семинары, практ-кие занятия | | Лекции | Установочныеауд. семинары, практкие занятия | Онлайн занятия | Ауд. семинары, практ-кие занятия | 1. | Introduction to Legal Terminology | 2 | | | 2 | | | 2 | 2. | Main legal systems | 2 | 2 | | | | | | 3. | Types of legal documents | 2 | | | | | | | 4. | Styles of legal writing | 2 | 2 | | | | | | 5. | Case...
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...What is Memorandum of Association? What are the elements of Memorandum of Association? What are the stages in the formation of a company? 3. What is capital? Describe briefly the source of companies’ capital? Define share? Describe briefly the classification of share? 4. Define contract? Describe briefly the essential elements of contract? Define Law? Describe briefly the classification of law? 5. Define partnership? The essential elements of partnership? Classes of partners and classes of partnership? 6. Short Notes: a) Article of Association. b) Difference between Memorandum of Association and Article of Association. c) Authorized Capital. d) Paid-up capital. e) AGM f) EGM. Q: What is contract? Describe the elements of contract? Ans. Section 2(h) of the Contract Act, 1872 provides that, “An agreement enforceable by law is a contract.”Therefore, in a contract there must be (1) on agreement and (2) the agreement must be enforceable by law. Agreements which are not enforceable by law they are not contract. Elements of contract: The essential elements of a contract are explained below: (1) Offer and acceptance: There must be a lawful offer by one party and a lawful acceptance of the offer by the other party or parties. “Lawful” implies that the offer and acceptance must conform to the rules laid down in the contract act 1872. (2) Intention to create legal Relationship: There must be an intention that the agreement shall result in or create legal......
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...5/8/2014 Most important document in constitution of a company is Memorandum | Law Teacher Need help? ☎ 0115 966 7966 Enter your search terms... Search Home Services Prices Order Quality About Us Law Help Contact Us My Account You are here: Law Teacher » Company Law » Essays » Most Important Document In Constitution Of A Company Is Memorandum Of Association Company Law Essay Most important document in constitution of a company is Memorandum Search all our free law essays... These essays have been written by students for you to use to help you with your studies. If you need your own custom law essay then we can help.... Get a quote for your own law essay... 0 Translate this page Select Language ▼ Order Your Law Essay Search Share & Download Like 0 Print Download Email Order your custom law essay today to help you achieve the grade you need. Tw eet 0 Order Now Introduction The most important document in the constitution of a company is the Memorandum of Association of the company. The Articles of Association is the second most important document that needs to be registered by any company for its incorporation, registration and subsequent operation. It is a public document laying down the rules for the internal management of the company and it does not have the force of ‘law’. The provisions of the article amount to public notice, known as constructive notice. This is the doctrine of constructive notice.......
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...MEMORANDUM OF AGREEMENT KNOW ALL MEN BY THESE PRESENTS: This MEMORANDUM OF AGREEMENT entered into this 17th day of June, 2016 in the City of Cebu, Philippines, by and among: The University of Cebu - Main, a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal office at Sanciangko St., Cebu City, Philippines, herein represented by its Practicum Coordinator, Ms.Nerma G. Galleon, Filipino, of legal age, married, and resident of Cebu City herein after referred to as the HIGHER EDUCATION INSTITUTION (HEI). -and- Golden Lion Foods Corporation a company duly organized and existing under the laws of the Republic of the Philippines, with office at National Highway, Poblacion Oriental, Consolacion, Cebu, herein represented by its Corporate HR Associate, Ms. Mary Glenn P. Limoconof legal age, single and resident of Consolacion, Cebu, Philippines, hereafter referred to as the HOST TRAINING COMPANY(HTC). -and- Ruthcel A. Bulibuli, Filipino, of legal age, single, and a resident of Bragas Compound Poblacion Oriental, Consolacion, Cebu, Philippines hereafter referred to as STUDENT TRAINEE (ST). WHEREAS, the time to narrow the gap between academe and industry should be done early on in the Bachelor of Science in Business Administration program; WHEREAS, for the learning process to impact on the day to day life of the student, there is a need to understand the realities of the actual business environment; and WHEREAS,CHED......
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...company creates a separate legal entity from its owner(s), with the rights and obligations of a company specified in the Companies Act as modified by its own constitutional documents (Memorandum and Articles of Association). In Fiji companies may be • Limited by shares • Limited by guarantee or • Have unlimited liability Companies may or may not have private company status. Legal advice should be taken on company structuring. Give official title of the body with the authority to grant the approval to investors Name of agency issuing the approval Office of the Registrar of Companies Registrar of Companies Office Level 2, Suvavou House Victoria Parade Suva. Telephone: (679) 331 2981 Facsimile: (679) 3318 830 Website: www.egov.gov.fj a) Availability of proposed name. An applicant must ensure that the company’s proposed name is available. This will require a search of the Companies, Business Names and Trademarks Register to ensure that the proposed name is not identical or too closely similar to another name already registered. b) The proposed company name must be reserved pending registration. For new company registrations, a formal application using the attached form must be made to the Registrar of Companies for the reservation of the name. Note that there are different forms for applying for: i. The name of a new company ii. A new name for an existing company c) The type of company must be chosen and constitutional documents – the Memorandum and Articles of......
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...Memorandum and article of association The most important document in the constitution of a company is the Memorandum of Association of the company. The Articles of Association is the second most important document that needs to be registered by any company for its incorporation, registration and subsequent operation. It is a public document laying down the rules for the internal management of the company and it does not have the force of ‘law’. To set up as a limited company, they need to have a memorandum of association, which sets out what the company has been formed to do and another important is a article of association, which are internal rules over including what the director can do and voting rights of the shareholders. Memorandum of association is legal document records the key characteristics and the external activity of the company being created. Memorandum will provide basic information on the objectives of the business and records the share capital initially required. And article of association is the document specifies how the company will be organized or regulated internally. It explains the initial organization of the executives of the company, with their titles, their area of responsibility, CEO of company, finance director and etc. it also mentions the rights and duties of shareholders. the memorandum and articles of association are public documents and therefore open to public. But, the details of internal procedures are not thus open to public......
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.... Explain the steps of formation of a company in Bangladesh Introduction: A company is an association or collection of indivitual,whether natural persons, legal persons, or a mixture of both. Every company has certain basic elements: * A name which has been reserved by the Registrar of Companies * At least one share, one shareholder and one director * A registered office where the company records are kept * An address for service where legal documents can be served * The Registrar will also ask for an address for communication. Any entity engaging in business, such as: Proprietorship, Partnership or Corporation There are two kinds of companies. Such as: 1.Private Company 2.Public Company. For establish a company, every company have to maintain some law this called "Company Law" The act governing the laws relating to company matters is The companies Act, 1994 in Bangladesh. The term company is used to describe an association of number of persons formed for some common purpose of carrying on a business with a view to earning profit and registered according to law relating to companies. Section 2 (1) (c) of the Act states that, A company means, " a company formed and registered under this act or a existing company" Different between private and public company: The difference of private and public company are given below: 1.Minimun capital of companies: Private company requires less capital being a small enterprise. Public company requires a......
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... CHAPTER-1&2 CHAPTER-1&2 12.What are the effects of the memorandum and the article after they are registered THE LEGAL EFFECTS OF THE MEMORANDUM The Contractual Powers of a Company A Company or a Corporation is an artificial person created by law. It is a legal person capable of suing and of being sued. But the contractual powers of a company are limited in two ways : (i) natural possibility and (ii) legal possibility. (i) Natural Possibility The fact that a company is an artificial person leads to the result that a company must always enter into contract through agents, (ii) Legal Possibility A joint stock company cannot enter into any contract the object of which goes beyond the memorandum of association of the company. A statutory corporation cannot enter into any contract which is beyond the scope of its powers as laid down in the statute by which it was created Forms of Contracts and Deeds of a Company The Doctrine of Ultra Vires The Memorandum of Association determines the constitution and the powers of ‘the Company. It was observed by Lord Selbourne that the memorandum is the Company’s “fundamental and unalterable law”. ‘A Company is incorporated only for the objects and purposes expressed in the memorandum. Any act purported to be done by the Company which is beyond the scope of the functions of the Company as laid down in the memorandum is ultra vires i.e., beyond the powers of the Company, and of no effect. In Ashbury......
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...person. A company is a "legal" person. A company thus has legal rights and obligations in the same way that a natural person does. 2. Companies and Partnerships Compared (a) A company can be created only by certain prescribed methods - most commonly by registration under the Companies Act 1985. A partnership is created by the express or implied agreement of the parties, and requires no formalities, though it is common to have a written agreement. (b) A company incurs greater expenses at formation, throughout its life and on dissolution, though these need not be excessive. (c) A company is an artificial legal person distinct from its members. Although in Scotland a partnership has a separate legal personality by virtue of s.4(2) of the Partnership Act 1890, this is much more limited than the personality conferred on companies. (d) A company can have as little as one member and there is no upper limit on membership. A partnership must have at least two members and has an upper limit of 20 (with some exceptions). (e) Shares in a company are normally transferable (must be so in a public company). A partner cannot transfer his share of the partnership without the consent of all the other partners. (f) Members of a company are not entitled to take part in the management of the company unless they are also directors of it. Every partner is entitled to take e-mail:mittal.ankur1988@gmail.com By: Ankur Mittal part in the management of the partnership business unless the......
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