To incorporate a joint stock company in Bahrain: The incorporators should submit an application to the ministry of commerce and that application should be registered at the department of commerce and companies’ affairs at the concerned ministry of commerce. The company’s statement should be attached with the memorandum and articles of association with the application for incorporating the company and this statement include the founder’s agent name and his profession and address. Other attachment shall include, a copy of the company’s preliminary memorandum and articles of association signed by the founders which includes evaluation of in-kind shares, evidence if that the name of the company is not obtained from a natural person name of any …show more content…
If there is other conditions stated in the company’s memorandum or articles of association and if he will not be a member of the board if he loses one of these requirements. The board of directors will be elected in secret ballot by the shareholders in both countries but in Kuwait the company contract may state that no more than half of the members of the first board of directors shall be elected from among the …show more content…
In the other hand, the Kuwaiti legislation stated that the company contract should include the names of general and limited partners and their nationality, domicile and shares. The name of the limited partnership company shall be formed of all general partners with “&partners or (and their partners)” in Kuwait but the Bahraini legislation states that the name of joint partners shall be included and in case of one partner who is liable for all his property then the word (&co) should be added to the name. However, both legislations states that the sleeping partners name should not be included in the company’s came and if it was included with his knowledge then he becomes liable as a joint partner. Management: Both legislations stated that one or more managers elected by all partners are responsible for the company’s management, the limited partners should not interfere with such
Partnership – “A legal entity formed by two or more co-owners to operate a business for profit.” (Longenecker, Petty, Palich, Hoy, Pg. 202) In a partnership, the advantage for the owners is the capability to reduce the workload and the financial burden, especially if each partner has management skills that enhances the business. The disadvantages of a partnership such as personal conflicts and leadership expectations, therefore this organizational form should only be chosen once all other options have been considered.
persons as partnership change to sole proprietorship due to personal case. This will affects the
Capital is a major factor for decision making. Since the business involves a group then the three forms of business exposes the group to a greater capital availability. The liability of members is also an important factor. The partnership offers unlimited liability to the members of the partnership while the corporation and Limited Liability Company allows the members limited liability and thus their personal assets cannot be interfered with in the event of a liability. The decision making process is for the business associations but the input of all members results to the making of good and informed decisions. Finally, the taxation practices for various forms of associations informs the decision. Corporations are often taxed twice whereas the LLC and partnership business is taxed
The corporation’s business is carried out by its management, under the direction of the Board of Directors. The Board, and each committee of the Board, has complete access to management. Also, the Board and committee member’s has access to independent advisors as each considers necessary or appropriate. Mallor, Barnes, Bowers, & Langvardt (2010) state that the Board of Directors also, issues shares, Adopts articles of merger or sha...
The board must meet at least once every three months, the procedure for summoning meetings can be established by the bye-laws. The board must also meet whenever requested by any director, in which case the meeting must be summoned by the chairman and held within five days. To validly meet, a quorum of at least a majority of directors is required; a higher quorum can be established in the bye-laws. Decisions are approved by the favorable vote of a simple majority of directors attending the relevant meeting. In listed companies the bye-laws can authorize virtual board meetings. Generally, the board is in charge of the management of the company. Legal representation of the company is entrusted to the chairperson of the board.
This contrast to normal criminal law which generally only holds offenders liable for their own actions but under the common law of Joint Enterprise, a person may be found guilty for another person’s crime. This therefore means that the sentencing can be seen as unjust and can cause issues such as someone serving a longer prison sentence than they should. This dispute is particularly raised in the third type of Joint Enterprise where the principle commits a second criminal act, while participating in the first criminal act. The law states that because the secondary party was involved in crime A and anticipated crime B, they are also convicted under the same sentencing as the principle regardless of them not participating in the second crime. This creates many arguments in court as the question of whether the second party should receive the same sentence as the principle if they themselves did not perform
Paul on the other hand, all the power of the company. When Mavis died, she left her three “B” shares for her sons which gave them the voting rights in the company. Soon, Paul developed friendship with Cleo. He issued a special category of shares for Cleo that allowed her to have complete control over the company upon Paul’s death. His determination unquestionably neglects the voting rights of his sons in the company as they would attenuate upon his death and all the decision making power will go to Cleo who neither has the experience nor the qualifications in the manufacturing industry. With such a decision Paul is breaching the fiduciary and statutory duties under section 181(1) of the Corporations Act as he is not exercising his duties in good faith and for a proper purpose.
The case starts off with Jack Wright asking John Rock what Mega Corporation’s process was for selecting him to be on the board of directors. John’s answer was the first of many red flags that I will discuss throughout this case. John begins by telling Jack the names of those who are on Mega’s Governance and Nominations Committee. The members are Sam Bigger (chairman), John Rock (CEO), Bill Monday (general counsel), and Sally Moses. The NYSE requires that the committee be composed of independent directors, which means they can’t own shares in the company. On page four of the case, it tells us that Sam owns $15 million, John owns $500 thousand, Bill owns $20 thousand, and Sally owns $15 million. This should be the first answer to Jack’s
The income of the partnership is divided between the partners according to an agreement between them in their profit sharing ratio after deducting partner’s salary and interest on capital. There is pass through taxation, which means that there is no income tax on partnership firm but income tax is charged in an individual capacity on total share including salary and interest received by each partner.
In company law, registered companies are complicated with the concepts of separate legal personality as the courts do not have a definite rule on when to lift the corporate veil. The concept of ‘Separate legal personality’ is created under the Companies Act 1862 and the significance of this concept is being recognized in the Companies Act 2006 nowadays. In order to avoid personal liability, it assures that individuals are sanctioned to incorporate companies to separate their business and personal affairs. The ‘separate legal personality’ principle was further reaffirmed in the courts through the decision of Salomon v Salomon & Co Ltd. , and it sets the rock in which our company law rests which stated that the legal entity distinct from its
The Principle of Separate Corporate Personality The principle of separate corporate personality has been firmly established in the common law since the decision in the case of Salomon v Salomon & Co Ltd[1], whereby a corporation has a separate legal personality, rights and obligations totally distinct from those of its shareholders. Legislation and courts nevertheless sometimes "pierce the corporate veil" so as to hold the shareholders personally liable for the liabilities of the corporation. Courts may also "lift the corporate veil", in the conflict of laws in order to determine who actually controls the corporation, and thus to ascertain the corporation's true contacts, and closest and most real connection. Throughout the course of this assignment I will begin by explaining the concept of legal personality and describe the veil of incorporation. I will give examples of when the veil of incorporation can be lifted by the courts and statuary provisions such as s.24 CA 1985 and incorporate the varying views of judges as to when the veil can be lifted.
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.
A registered company, as an artificial person is separate from its members and exists only by virtue of the Companies Act under which it is incorporated. When a business is incorporated, it becomes a separate legal entity and, therefore, can be sued and sue without affecting the shareholders personal assets. This was established in “Salomon v A Salomon Co.Ltd”. Separate legal personality is known as the veil of Incorporation. This protects the shareholder and places the responsibility of the company onto the directors. These duties are outlined in the Companies act 2014.
The XYZ Corporation was established in 2004 and their main office is located in Vancouver, BC. The company’s main objective is to create new innovating technology for media devices, computers, and digital music players. They deal with the design, manufacturing and marketing of the products. XYZ Corporation has been providing Canadians with groundbreaking technology throughout the years and continues to create new technology to provide others with top-level technology. Although, recently their success rate has appeared to drop rapidly due to a number of factors that will be explored throughout this case study. Their main objective is to target the problems so that they can work towards having the issues resolved as quickly as possible. If they do not take any course of action, the state of the company may be in extreme danger. This case study is designed to explore the areas of the company and discover the problems blocking the XYZ Corporation from success.
The Role of the Directors in a Company is of a paramount importance in the discourse of the proper running of the company. Directors are the spirit of the company .The company is merely a legal entity, governed by its directors. These directors have certain duties and responsibilities. These are mainly governed by the Corporation Act, 2001. Section 198A (1) of The Corporations Act, 2001(The Corporations Act 2001 s 198A (1)), clearly states that, ‘The business of a company is to be managed by or under the direction of the directors’.