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Business corporations and society essay
Business corporations and society essay
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A company is a corporate body of a corporation. A corporation is an artificial legal person. The law sees it as separate and independent of the persons who are members of that corporate body. The legal recognition given to the company is provided in Section 26 Separate Legal Personality of the Companies’ Act 2001 which states that: “A company incorporated under this Act shall be a body corporate with the name by which it is registered and continues in existence until it is removed from the register of companies.” This means that the company can use its own name to enter into transactions and need not go through its members; the company can own its assets which do not belong to the members; the company can sue and be sued and be convicted of criminal offences like a natural person. The reason for creating the legal fiction of the separate legal personality has been said to be a matter of convenience. However, unlike a human being, a company has no natural lifespan. It can be dissolved by special procedures. The separate legal personality concept is useful in large companies where there are many shareholders and these shareholders are frequently changing (perpetual succession). But the mere fact of a change in shareholders has no effect on the company’s existence. THE RELATIONSHIP OF LEGAL PERSONALITY TO LIMITED LIABILITY It has been said that the most popular reason why a company is formed is to take advantages of the limited liability principle. However, we must also consider that although a company is a separate legal personality, it can have unlimited liability, that is, the shareholders may still be liable for the company’s debts. A corporate body with limited liability means the shareholders of a company limited by shares are ... ... middle of paper ... ... The Albezero [19771 AC 774 (HL), a shipment of oil belonging to one company was transferred to company during its voyage from South America to Europe. Both companies were entirely owned by the same ‘parent’ company. After the transfer of ownership, the ship sank and the cargo was lost. When the first company tried to claim for the loss, the ship owners argued that the second company was the true owner of the oil and it could not claim because the limitation period on such claims had expired. Therefore neither company could claim. Roskill LJ: ‘each company in a group of companies ... is a separate legal entity possessed of separate legal rights and liabilities that the rights of one company in a group cannot be exercised by another company in that group even though the ultimate benefit of the exercise of those rights would [be] to the same person or corporate body’.
Corporation – “A business organization that exists as a legal entity and provides limited liability to its owners.” (Longenecker, Petty, Palich, Hoy, Pg. 205) The main advantage of a corporation is that the business liability falls onto this entity instead of the individuals that own it. The disadvantages of this organization are found mostly in its formation. A corporation is expensive to create and requires compliance with state
Given the situation, as manager of the office, Sara must talk to Nell and tell her that she can not allow her to stay doing her work because she is not fit to comply with them due to her drunken state. However, you must ask her to leave the office and return the next day when she is already sober to talk about the particular situation.
...oration to exist there must be individuals who are running it. Therefore any offence that is committed by a corporation, in actually is being committed by individual/s in the course of their occupation.
The main legal issue before the court arises, in determining whether liability should be extended to reach assets beyond those belonging to the corporation and whether the corporate veil should be pierced with regard to personal liability to others.
Besides, section 216 of Insolvency Act 1986 restricts a director of re-using the old company’s name. Directors are prohibited from incorporating or involved in setting up a new company with the same or similar name as the old company for a period of 5 years from liquidation. This section imposes personal liability on the directors. If a person breach of this section is liable to imprisonment or a fine, or both . In order to convince its customers and creditors the company is the same entity, the directors of the original company may often change the new company name only very slightly. Thus, the scope of this section has been widened by the UK courts, applying it where the same business is conducted by the same entity and even if only one word...
Corporate governance implies governing a company/organization by a set of rules, principles, systems and processes. It guides the company about how to achieve its vision in a way that benefits the company and provides long-term benefits to its stakeholders. In the corporate business context, stake-holders comprise board of directors, management, employees and with the rising awareness about Corporate Social Responsibility; it includes shareholders and society as well. The principles which...
This particular statute allows for corporations and such to obtain several, but not all, constitutional rights as any person or persons. In particularly own property, sue and be sued under criminal and civil law, enter contests. Moreover, because corporations and such are considerate as “person”, business has the legal rights for its debts and damages. On the contrary, persons who are employed by a particular association are liable for their own misconduct and law-breaking while acting on behalf of a corporation. In addition, corporation has rights for its own actions, has rights such as: limited free speech and to advertise their product ("The Rights of Corporations," 2009). Likewise, businesses have the responsibility to elect a CEO, provide continuity; increase profits, social responsibilities, and manages recourses effectively (“Functions & Responsibilities of a Corporation").
Thesis: Businesses deem financing necessary when they are just beginning, expanding, or recovering; Debt financing and equity financing have many advantages and disadvantages but also change the entire accounting method that is to be considered while running the business. Debt financing has both advantages and disadvantages. Debt financing is a business’ way to start up, expand, or recover by borrowing money from a person or company. The money borrowed has to be paid back along with the interest that was accrued during the length of time the loan was carried out. This option is great for company’s that do not want investors.
Salomon v Salomon was and still is a landmark case. By confirming the legitimacy of Mr Salomon's company the House of Lords put forward the concept of separate corporate personality and limited liability. Inextricably linked with this ratio is an acknowledgement of the importance of certainty within the law, thus separate corporate personality becomes a concrete principle to which the law must adhere. Salomon v Salomon is followed in subsequent cases, notably Macaura v Northern Assurance Co.[3] and Lee v Lee's Air Farming Ltd[4]. These cases highlight the reality of the separate corporate identity and take it a step further in stressing the distinction between a company's identity and that of its shareholders.
By definition, ‘legal personality’ means the company is distinct from its members and it is not the agent of those shareholders. When there is an insolvency of the company, the members of the company is not liable for that as there is a separate legal entity. Salomon is a landmark case which first set out this principle and it is mainly about limiting the liabilities of the whole in order to protect the corporate groups by structuring themselves in ways when the company went insolvent. Since then, most of the traders are trying to attain the benefits from the Salomon principle by choosing their company limited by shares. As a matter of fact, the separate nature of the corporation from its members has been recognized in the 17th century and the early example would be seen in Foss v Harbottle. Although the courts were avid to apply this principle, it is notable that they deviated ever so often from that by ‘piercing the corporate
[7] Cavendish Lawcards Series (2002) Company Law (3rd edn), p.15 [8] [1976] 3 All ER 462, CA. [9] Griffin, S. (1996) Company Law Fundamental Principles (2nd edn), p.19 [10] [1990] Ch 433. [11] Lecture notes [12] Lecture notes [13] [1939] 4 All ER 116.
The defendant is an Airlines Company that had 900 employees. The economic crisis followed with monetary crisis gave bad effects to the defendant. They should decrease the number of their airplanes form 9 to 2 airplanes. They also had to do the efficiency on their employees to 700. On the efficiency process, there was an agreement between the defendant and employees representation on October 30 1998. The agreement stated that they would bring Independent Public Accountant to analyze company financial condition. During the process, all side should work on their duty. The Defendant should pay employees’ wage. The agreement was not guarantee that didn’t mean the dispute process was over, but the negotiation still moved on. During the process, there was another agreement between the defendant and several employees. They agreed the finish the disputed process and the employees would get separation pay. Meanwhile, other employees, who were 153 people didn’t agree with that agreement. Because they didn’t agree each other, so the employees gave the case to the “Panitia Penyelesaian Perselisihan Perburuhan Pusat (P4P)”.
According to Corporation Act 2001 s124(1), it illustrates that ‘’A company has the legal capacity and powers of an individual both in and outside the jurisdiction” . As it were, company as a legal individual must be freely with all its capital contribution shall embrace liability for its legal actions and obligations of the company’s shareholders is limited to its investment to the company. This ‘separate legal entity’ principle was established in the case of Salomon v Salomon & Co Ltd [1987] as company was held to have conducted the business as a legal person and separate from its members. It demonstrated that the debt of company is belonged to the company but not to the shareholders. Shareholders have only right to participate in managing but not in sharing the company property. Besides ,the Macaura v Northern Assurance Co Ltd [1925] demonstrates that the distinction between the shareholders and company assets. It means that even Mr Macaura owned almost all the shares in the company, he had no insurable interest in the company’s asset. The other recent case is the Lee v Lee’s Air Farming Ltd [1961] which illustrates that the distinct legal entities between employee ad director allows Mr.Lee function in dual capacities. It resulted that the corporation can contract with the controlling member of the corporation.
It is known that corporations play a large part in making the world go around. Many times we read, hear or see stories on companies and why something was done a certain way. The film “The Corporation” has given a whole new insight to not only how businesses operate but what motivates them and their decisions that they make to keep their businesses thriving.
4. Control: the members of the LLC have the ability to set up control of the corporation as they see fit.