...ARTICLES OF INCORPORATION OF " KNOW ALL MEN BY THESE PRESENTS: The undersigned incorporators, all of legal age, Filipino citizens and residents of the Philippines, have this day voluntarily agreed to form a stock corporation under the laws of the Republic of the Philippines. AND WE HEREBY CERTIFY: FIRST: That the name of said corporation shall be “ CORPORATION”; SECOND: That the purpose for which such corporation is incorporated is: To establish, maintain and operate restaurants, coffee shops, refreshment parlor, cocktail lounge; to cook, arrange, serve and cater goods, drinks, refreshments, and other food or commodities commonly served in such establishments, and to offer such other services to the public in connection with the operation of restaurant and catering enterprises. THIRD: That the principal office of the corporation is located in the City/Municipality of ………………………………………, Province of ………………………………………….., Philippines;. Under SEC Circ. No. 3, series of 2006, the SEC required that the articles must state the “(1) specific address of their principal office which shall include, if feasible, the street number, street name, barangay, city or municipality.” “Metro Manila” is no longer allowed as address of the principal office. FOURTH: That the term for which said corporation is to exist is firty (50) years from and after the date of issuance of the certificate of incorporation; FIFTH: That the names, nationalities and residences of the incorporators of...
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...ARTICLES OF INCORPORATION OF FLIPPERS INC. (Name of Corporation) KNOW ALL MEN BY THESE PRESENTS: The undersigned incorporators, all of legal age and majority of whom are residents of the Philippines, have this day voluntarily agreed to form a non – stock and non – profit association under the laws of the Republic of the Philippines. THAT WE HEREBY CERTIFY: FIRST: The name of the said association shall be: FLIPPERS INC. SECOND: A. That the purpose or purposes for which such association is incorporated are: 1. To promote unity and mutual cooperation among those involved in the hotel and restaurant industry in the province of Pampanga, in order to protect their common interests and welfare: 2. To work for such measures conducive to the upliftment and development of the tourism industry in Pampanga; 3. To cooperate and coordinate with other instrumentalities engaged in tourism; 4. To act as liaison between the members and government institutions or officers and assist in the enactment and enforcement of national and local ordinances or laws affecting the industry: 5. To uphold the highest standard of profession, integrity and efficiency in the conduct of its business; 6. To encourage and maintain a feeling of goodwill, camaraderie and friendly competition among members; 7. To prevent unethical practices and resist activities inimical to the right conduct of business required of honorable and fair competition...
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...Burgess (9003075) BUS 3210 Unit 2 Mini Project The club constitution sets forth the establishment of the club or assembly as it may be termed. The constitution will most likely also have by-laws. The constitution and the by-laws are somewhat similar in structure but serve different purposes. “The constitution contains the fundamental principles of an organization and determines the responsibilities and rights of its officers and members. The by-laws deal with the detailed procedures and working guidelines of the organization and determine the routine operations of the organization” (A Constitution and bylaws workbook for prospective student organizations at Salem University). The constitution will spell out the assignment of officer positions within the club such as the president and vice president. Additional special assignments such as the treasurer, secretary and others may also be added as deemed necessary. As stated previously the constitution may also contain bylaws. These are more specific rules or laws such as meeting times, dues, membership requirements and voting privileges. A well written constitution will also state that these bylaws cannot be changed without some type of review and approval by the club before they can be changed. The degree of review is set forth in the constitution and bylaws. For example, if the bylaws state that the monthly meeting will be held on the third Monday of the month, which by law cannot be changed without a review and...
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...Sec. 14. Contents of the articles of incorporation. - All corporations organized under this code shall file with the Securities and Exchange Commission articles of incorporation in any of the official languages duly signed and acknowledged by all of the incorporators, containing substantially the following matters, except as otherwise prescribed by this Code or by special law: 1. The name of the corporation; 2. The specific purpose or purposes for which the corporation is being incorporated. Where a corporation has more than one stated purpose, the articles of incorporation shall state which is the primary purpose and which is/are he secondary purpose or purposes: Provided, That a non-stock corporation may not include a purpose which would change or contradict its nature as such; 3. The place where the principal office of the corporation is to be located, which must be within the Philippines; 4. The term for which the corporation is to exist; 5. The names, nationalities and residences of the incorporators; 6. The number of directors or trustees, which shall not be less than five (5) nor more than fifteen (15); 7. The names, nationalities and residences of persons who shall act as directors or trustees until the first regular directors or trustees are duly elected and qualified in accordance with this Code; 8. If it be a stock corporation, the amount of its authorized capital stock in lawful money of the Philippines, the number of shares into which it is divided, and in...
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...in Malaysia. The law relating to incorporation of a company in Malaysia is governed by the Malaysian Companies Act, 1965. As per the act any company doing business or wishing to do business in Malaysia must register with the Companies Commission of Malaysia (CCM) under the Companies Act 1965. To incorporate a company, a person must apply the application of search name. A name search must be conducted to determine whether the proposed name of the company is available. Refer to Government Gazette No. 716 dated 30 January 1997, Gazette (Amendment) dated 11 October 2001, Guidelines For Naming A Company and Guidelines For Application Of A Company Name. The steps involved are completion and submission of Form 13A CA (Request For Availability Of Name) to SSM and Payment of a RM30.00 fee for each name applied. Where the proposed company’s name is approved by SSM, it shall be reserved for three months from the date of approval. A person must lodgment of incorporation documents. Incorporation Documents must be submitted to SSM within 3 months from the date of approval of the company’s name by SSM, failure of which a fresh application for a name search must be done. An original of the Memorandum and Article of association shall each be stamped at RM100.00. Stamps are affixed at the Inland Revenue Board’s stamp office. The first directors and secretaries shall be named in the Memorandum and Article of Association. The subscribers to...
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...Management 301 Ownership 2A California Articles of Incorporation (Close Corporation) ARTICLES OF INCORPORATION I. The name of this corporation is (NAME OF CORPORATION) II. The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the GENERAL CORPORATION LAW of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. III. The name and address in the State of California of this corporation's initial agent for service of process is: Name ................................................................................................................................................................................................... STREET Address (DO NOT USE POST OFFICE BOX) City _________ State CALIFORNIA Zip _________ IV. This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is _______________. V. This corporation is a CLOSE CORPORATION. All of the corporation's issued shares of stock, of all classes, shall be held of record by not more than _________ persons. (Signature of Incorporator) (Typed Name of Incorporator), Incorporator INSTRUCTIONS: To incorporate utilizing the attached form, it will be necessary for you to complete the form with the required information. The information must be...
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...as the name of another corporation on file with a corporation’s office. The name must end with a corporate designator, such as “Corporation,” “Incorporated,” “Limited,” or an abbreviation of one of these words (Corp., Inc. or Ltd.). The name cannot contain certain words prohibited by the state, such as Bank, Cooperative, Federal, National, United States or Reserve. Your state’s corporation’s office can tell you how to check if your proposed name is available for your use. Often, for a small fee, you can reserve your corporate name for a short period of time until you file your articles of incorporation. Besides following your state’s corporate naming rules, you must make sure your name won’t violate another company’s trademark. Once you’ve found a legal and available name, you usually don’t need to file the name of your business with your state. When you file your articles of incorporation, your business name will be automatically registered. However, if you will sell your products or services under a different name, you must file a “fictitious” or “assumed” name statement with the state or county where your business is headquartered. Appointing Directors...
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...to distribute to the holders of such shares dividends or allotments of the surplus profits on the basis of the shares held are stock corporations. All other corporations are non-stock corporations. (3a) Section 4. Corporations created by special laws or charters. – Corporations created by special laws or charters shall be governed primarily by the provisions of the special law or charter creating them or applicable to them, supplemented by the provisions of this Code, insofar as they are applicable. (n) Section 5. Corporators and incorporators, stockholders and members. – Corporators are those who compose a corporation, whether as stockholders or as members. Incorporators are those stockholders or members mentioned in the articles of incorporation as originally forming and composing the corporation and who are signatories thereof. Corporators in a stock corporation are called stockholders or shareholders. Corporators in a non-stock corporation are called members. (4a) Section 6. Classification of shares. – The shares of stock of stock...
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... 4. Powers, attributes, properties expressly authorized by law – Being a creation of law, a corporation can only exercise powers provided by law and powers which are incidental to its existence. 5. Ownership divided into shares – Proprietorship in a corporation is divided into units known as shares of stocks. 6. Board of Directors (BOD) – Management of the business is vested in a board of directors elected by the stockholders. The BOD is the governing body or decision-making body of the corporation. Comparison between Partnership and Corporation Partnership|Corporation| Formed by 2 persons.|Formed by 5 persons| || Starts with agreement among partners; may be formed orally.|Starts with the issuance of a certificate of incorporation issued by SEC| || Unlimited liability|Limited liability| || Limited life|Unlimited life| || Transfer of equity of a partner needs the consent of other partners.|Shares can be transferred from one shareholder to another without getting the consent of the other shareholders.| || Partner is an agent of the partnership.|Shareholders do not act as agents...
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...special laws or charters. - Corporations created by special laws or charters shall be governed primarily by the provisions of the special law or charter creating them or applicable to them, supplemented by the provisions of this Code, insofar as they are applicable. Sec. 5. Corporators and incorporators, stockholders and members. - Corporators are those who compose a corporation, whether as stockholders or as members. Incorporators are those stockholders or members mentioned in the articles of incorporation as originally forming and composing the corporation and who are signatories thereof. Corporators in a stock corporation are called stockholders or shareholders. Corporators in a non-stock corporation are called members. Sec. 6. Classification of shares. - The shares of stock of stock corporations may be divided into classes or series of shares, or both, any of which classes or series of shares may have such rights, privileges or restrictions as may be stated in the articles of incorporation: Provided, That no share may be deprived of...
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...shareholders/owners. II. TYPES OF CORPORATIONS 1. DOMESTIC: a corporation doing business in its state of incorporation. 2. FOREIGN: a corporation doing business outside of its state of incorporation. III. FORMATION A. STATE STATUTES 1. There must be an enabling act permitting the existence of the corporate entity. 2. Articles of incorporation form a CONTRACT between the corp and the state. 3. Ultra Vires Acts: acts engaged in by the corporation that exceed what is authorized in their Articles of Incorporation or acts that violate the law. ONLY the corp’s shareholders and/or the State of incorporation can challenge (sue) re: ultra vires acts. B. ARTICLES OF INCORPORATION Must be filed w/ the state and must contain the following: 1. corp name 2. name & street address of registered agent 3. name(s) & address(es) of incorporators. 4. number & class(es) of authorized shares of stock These four requirements are universally req’d & must be memorized. Some states also require: 5. corp purpose (broadly defined) – “to engage in any legal activity” 6. corp powers 7. par value of authorized stock Shares of stock sold below par value, B. BY LAWS Not legally required, but corps will frequently have by-laws, which govern how the corp will be run. 1. cannot conflict w/articles 2. can be amended by EITHER Bd of Directors OR Shareholders C....
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...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 Association – must be entered into. A company’s Memorandum and Articles of Association define the legal rights, duties and restrictions of the...
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...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 these...
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... (BUL701) TOPIC; PRE-INCORPORATION CONTRACTS: THE EXAMINATION OF THE CONCEPTUAL CONFUSION By Esther Adilli Ikenye Being a seminar paper presented at the Fourth Edition of the Company Law, Management and Finance, Master of Laws (LL.M) Class, Seminar Series for the First Semester of the 2014/2015 Academic Session, organized by Dr. Eric Okojie (PhD) and held on Monday, the 20th day of July, 2015, at the Department of Law, Faculty of Law, University of Benin, in partial fulfillment of the requirements for the award of the degree of Master of Laws (LL.M), of the University TABLE OF CONTENTS ABSTRACT 1.0 INTRODUCTION 2.0 ORIGIN OF THE PROBLEMS ASSOCIATED WITH PRE-INCOPORRATION CONTRACTS 3.0 THE PROMOTER AND HIS ROLE IN THE FORMATION OF A COMPANY AND THE INTERPLAY BETWEEN PE-INCORPORATION CONTRACTS AND THE LAW OF AGENCY RULES 4.0 THE POSITION OF THE LAW ON PRE-INCORPORATION CONTRACTS IN ENGLAND 5.0 THE POSITION OF THE LAW ON PRE-INCORPORATION CONTRACTS IN NIGERIA 6.0 THE POSITION OF THE LAW ON PRE-INCORPORATION CONTRACTS IN INDIA 7.0 THE POSTION OF THE LAW ON PRE-INCORPORATION CONTRACTS IN SOUTH AFRICA 8.0 THE POSITION OF THE LAW ON PRE-INCORPORATION CONTRACTS IN MALAYSIA 9.0 THE POSITION OF THE LAW...
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...The sole proprietorship is the most common, oldest, and the simplest form of business organization. A sole proprietorship is a business entity owned and managed by one person. The sole proprietorship can be organized very informally, is not subject to much federal or state regulation, and is relatively simple to manage and control. In the state of Tennessee, Bedford County has certain procedures that are to be put into place when registering a business as a sole proprietorship. In the state of Tennessee, sole proprietorship in Bedford County appears as an unincorporated business that operates with a single owner. Under the Tennessee state law, sole proprietors have unlimited liability for business debts and obligations. A sole proprietor in the state of Tennessee does not need to file any documents with the state as a condition of formation. In Bedford County, a sole proprietorship formation occurs when an individual makes a business transaction. There is plenty of information that must be provided about the business and its owners when applying for a sole proprietorship. There are also many steps that lead up to the simple registration for a sole proprietorship in your county or as we are stating, Bedford County in Tennessee. The first step that needs to take place when undergoing this option is that the person needs to apply for a business license. According to the Chamber of Commerce, a sole proprietor needs only to obtain business license from the county in which the...
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