Premium Essay

Company Law Hnd

In:

Submitted By spencey
Words 2040
Pages 9
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 forms of organisation * The company becomes a party to the contracts that it enters into as opposed to the owner

The idea of a separate legal personality was forcefully recognised in the case of Saloman v Saloman & Co Ltd (1897). This case involved Saloman, an owner of a boot business which he sold to a company he formed called Saloman & Co Ltd. The company paid Saloman £30,000,

Similar Documents

Premium Essay

Login

...Name: Business Law Course Number: BUS/415 Group Number: SWFOUN86 Course Start Date: 5/14/2012 Course End Date: 6/18/2012 Day & Time: Monday, 6:00pm PST Course Schedule________________________________________________________ Workshop 1 – May 14, 2012 Workshop 2 – May 21, 2012 Workshop 3 – June 4, 2012 Workshop 4 – June 11, 2012 Workshop 5 – June 18, 2012 Course Description This course examines, analyzes, and applies to the morn business environment the nature, formation and system of law in the United States. Course Topics & Objectives 1. Legal Environment Explain the relationship between business and the legal environment. Evaluate the social responsibility of business practices. Describe the stages of a civil case. 2. Torts Assess business situations for tort liability and defenses. 3. Contracts and Commerce Describe the elements of a valid contract. Explain the application of the Uniform Commercial Code to commercial transactions. Differentiate between types of interests in property. 4. Business Organizations Differentiate business entities by their advantages and disadvantages. Explain the actions which may result in the piercing of the corporate veil. Describe the formation and dissolution of a corporation. 5. Employment Law Government Regulation Describe the evolution of employment law. Explain government regulation of employer-employee relationships. Describe laws protecting intellectual...

Words: 4940 - Pages: 20

Premium Essay

Company Law

...Questions B.Com. (III) Company Law Session 2012-13 (Short Answer Type Questions) (i) What do you mean by ‘Lifting of Corporate veil’? (ii) What is the difference between a Private company and Public company? (iii) Explain the procedure for converting a Private Ltd. company into a Public Ltd. company. (iv)Distinguish between transfer and transmission of shares. (v) What do you mean by the term ‘Charge’? (vi) Define Minutes. (vii) Explain the statutory provisions relating to quorum for different kinds of company meetings. (Long Answer Type Questions) Unit-I 1. Define the term ‘Company’. What are its characteristics? 2. Who is a Promoter? Discuss his legal position in relation to a company which he promotes. Also discuss the rights and liabilities of promoters. 3. What is Memorandum of Assoiation ? Set out various clauses which must be incorporated in the company’s memorandum. Also discuss the procedure for changing the object clause. 4. What is Prospectus? What are its contents? Also discuss the consequences of mis-statement in prospectus. Unit-II 5. What is a Share? Describe the various types of shares that can be issued by a company. 6. Define a Member. How can membership be acquired? Discuss the rights and liabilities of a member. 7. How are the Shares in a company transferred? Can the board of directors refuse to register transfer of shares? Whar is the remedy open to the transferee in such a case? 8. The Companies Act has prescribed limitation...

Words: 381 - Pages: 2

Free Essay

Business

...Code of Conduct Chipotle is committed to the highest standards of integrity in all of our activities and compliance with both the letter and spirit of the law. We expect that you will reflect these standards in your day-to-day dealings on our behalf. This Code of Conduct is for all employees, Officers, and all members of the Board of Directors. It is a guide to ethical behavior. Chipotle has an “open door” policy with respect to any concern relating to compliance with the Code of Conduct and other Company policies, and no person will be subject to disciplinary or other retaliatory action by raising any concern in good faith. Definition of the Code of Conduct The Code of Conduct includes this introductory section, "Integrity Statement," "Anti-Discrimination, Harassment and Sexual Harassment Policy," "It’s the Law,” and "Chipotle Confidential." Approval of any activity or matter not in compliance with this Code must be sought in advance and, unless otherwise provided for in the Code of Conduct, may be granted only by a Chief Executive Officer. In the case of members of the Board of Directors and Officers of Chipotle, approvals may be granted only by the Board of Directors or an appropriate Board committee. Compliance with the Code If you become aware of a breach or violation of this Code or any other Company policy, you should report the breach or violation in the manner described in this Code under “Chipotle Confidential.” Chipotle will do its best to protect the anonymity...

Words: 5608 - Pages: 23

Premium Essay

Marketing

...ourselves, why do people always mention the slogan, in a circumstance of business? How, and when is a customer right? Everybody share different views and opinions towards this matter. A customer is very essential for a business organization; because the customer has the ultimate or limited freedom to select the quality and quantity of goods and services. Besides that, the customer is able to compete multiple goods and services for a  price, quality, or service. The main factor for a customer to choose a product or a service from a specific company is to satisfy their needs to the maximum. In my opinion, the widely used statement, “The customer is always right” is very true as there is no denying that customers are the biggest factor of one company’s success—Customers can crown one company as the king in the market, or bring it down to hell. Consideration of customer rights at all stages of the marketing process can be a benefit to the company. As we know that, the customer is always the foundation of a method to success in all business entities. The most basic concept for a seller or a businessman to keep in mind is to learn to always understand and know what customer really want and needs from the products or services provided, which is categorized as the one of the primary key of a successful, prosperous business. Businessman or marketers should always be aware of their responsibilities to satisfy customer’s needs or wants. Sometimes, the price does not matter to the customer...

Words: 1001 - Pages: 5

Premium Essay

Company Law - Topic Review 1

...Kong Jianhui (MC1306BC3055) Company Law – Topic Review 1 The main issue here is what action should Bake Chef Sdn. Bhd. and Ramos take after Wonbin had solicit clients from Bake Chef Sdn. Bhd. and transfer the title of his house to his company, Cake Mart Sdn. Bhd. to evade the contract of selling his house to Ramos. In Sec 16(5) of Companies Act 1965, a company may sue and be sued in its own name. However, under the rule in “Foss vs. Harbottle”, a company should sue the other party under its own name if the company has a right under contract against the party. On the other hand, under the rule of “Jones vs. Lipman”, a court can set aside the separate legal entity of a company and look to the members of the company which is known as lifting the veil. This can be applied if a person is using his company to evade legal obligation. Looking at the facts of the case, Wonbin had signed a contract with Bake Chef Sdn. Bhd. to avoid soliciting of clients which means Wonbin had breached the contract. Therefore, Bake Chef Sdn. Bhd. can sue Wonbin under its own name because the company has the right under the rule of “Foss vs. Harbottle”. In the case of Ramos, Wonbin had also signed a contract with him to sell him the house. Even if Wonbin transfer the title to his company, under the rule of “Jones vs. Lipman”, the court can set aside the legal entity of Cake Mart Sdn. Bhd. to look after Wonbin after lifting the veil of the company. In conclusion, it is advisable for Bake Chef Sdn. Bhd...

Words: 303 - Pages: 2

Premium Essay

Company Law

...Discuss the procedure to incorporate a public company 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...

Words: 599 - Pages: 3

Free Essay

Card 205 Week 4 Career and Company Research

...CARD 205 Week 4 Career and Company Research Purchase here http://devrycourse.com/CARD%20205/card-205-week-4-career-and-company-research Product Description Career and Company Research (due this week) Now that you have identified some career-related goals, it's time to match those goals to potential employers. In this assignment, you will investigate companies based on those goals, and you will also spend some time thinking about how you will market yourself to those employers. The assignment template and grading rubric are available in Doc Sharing. Save the template file by adding your last name to the template filename (e.g. Week4_Career_Company_Research_Template_Smith.docx). Be sure to proofread and spell check your work before you submit it CARD 205 Week 4 Career and Company Research Purchase here http://devrycourse.com/CARD%20205/card-205-week-4-career-and-company-research Product Description Career and Company Research (due this week) Now that you have identified some career-related goals, it's time to match those goals to potential employers. In this assignment, you will investigate companies based on those goals, and you will also spend some time thinking about how you will market yourself to those employers. The assignment template and grading rubric are available in Doc Sharing. Save the template file by adding your last name to the template filename (e.g. Week4_Career_Company_Research_Template_Smith.docx). Be sure to proofread and...

Words: 1534 - Pages: 7

Free Essay

Business Entities, Laws and Regulation

...Business Entities, Laws, and Regulation Danielle Carter BUS 415 March 19, 2012 Frank Poe Introduction For many companies to experience success, they should be able to come up with the experienced essential that will help them operate their businesses in the well-organized way as possible. Furthermore, there are ultimately three things that many companies need to pay attention of, for instance, taking control, liability and taxation issues. No business can ever be successful if they do not learn to stand by the rules or laws set that is exactly for their nature of business, and at the same time be understanding of the likely risks that are involved in their decisions. The construction company also needs to be aware of the laws governing employment and should also stand by them when beginning their business. Restaurant/Bar Scenario The investors of the restaurant/bar are Miriam along with Lou and Jose. Among the three, Miriam is known to be a wealthy investor and do not have time to participant in all the business transactions and would only choose to just receive his share from the percentage of ownership. Since this is the kind of business that is started by three owners, it should be created within a limited partnership. Cheeseman (2010) assertion is that the partnership should file a document stating their information return as well as their income information such as the amount they earn and lose from the partnership. Since Miriam is too busy, it is on the...

Words: 1245 - Pages: 5

Premium Essay

Company Law

...INTRODUCTION Company law has now put on a broad scope as a result of global economic and technological advancement in this era thus touching on a number of disciplines. Issues pertaining to the company and its administration has been clearly spelled out in the Companies Act 1963 (Act 179) of Ghana. Company law (or the law of business associations) is the field of law concerning companies and other business organizations. This includes corporations, partnerships and other associations which usually carry on some form of economic or charitable activity. The most prominent kind of company, usually referred to as a "corporation", is a "juristic person", i.e. it has separate legal personality, and those who invest money into the business have limited liability for any losses the company makes, governed by corporate law. The largest companies are usually publicly listed on stock exchanges around the world. Even single individuals, also known as sole traders may incorporate themselves and limit their liability in order to carry on a business. All different forms of companies depend on the particular law of the particular country in which they reside. MEMBERS MEETINGS AND RESOLUTIONS Members of a company are, according to section 30 of the Companies Act are; (1) The subscribers to the Regulations shall be deemed to be members of the company and on its registration shall be entered as members in the register of members referred to in section 32 of this Code (Section 30 (1)). ...

Words: 1080 - Pages: 5

Premium Essay

Company Law Issues

...(a) Facts: Due to the global financial crisis, the business of Bling Bling Pty Ltd has declined and the company is in the process of insolvent and under the care of a liquidator. The liquidator has rejected Sue’s claim to the securities, which includes a substantial block of shares that were fully paid, and debentures for further substantial sum secured by charge over all company’s assets. Issue: Whether Sue can enforce her charge [security interest] against Bling Bling Pty Ltd ? Relevant case: 
Under corporate law, there is a rule of separate legal entity explained in the case of Salomon v Salomon & Co Ltd. Once a company is incorporated, there will be a distinction between private and company’s debts and assets, a company can contract with its members and a company can be liable in tort to a member. As seen in the final decision in the famous case of Salomon v Salomon & Co Ltd, “…once the company is legally incorporated it must be treated like any other independent person with rights and liabilities appropriate to itself…” Application: In this case, because of there is no fraud so the company is a separate legal entity. The debenture given by the company is valid, thus, Ms. Sue should succeed in her claim against the company in her capacity as a secured creditor with priority payment for company’s debt owed to her. (b) Fact: Ms. Sue sold her company and took out an insurance policy in her name to cover the goods against fire and theft. After burglars broke...

Words: 1530 - Pages: 7

Free Essay

Business

...R. Ravi THE SPATE of nidhi companies failing to repay their depositors on time compounded the woes of the investor community. These depositors, unlike those in unincorporated bodies and collective investment companies, cannot be accused of ignorance or greed in choosing the avenue to invest in as the nidhi companies are recognised under Section 620A of the Companies Act, regulated under its provisions and further registered with the Reserve Bank of India as per the provisions of Section 45IA of the RBI Act 1997 . It is surprising that the nidhi companies, despite being allowed to borrow from and lend only to members against security such as jewels or immovable property, face a liquidity crunch. Some acts of commission and omission by the companies which have become sick are: AAcceptance of deposits without any limit or determination of the deployment of the funds (deposits were accepted even for 280 months in some cases); AInvestment in immovable property to house branch offices that were started arbitrarily; AChange in management; AAdvertisements inviting deposits that violated the provisions contained in the July 6, 1996 government notification. The Government, vide November 1, 1999 notification, directed that nidhi companies, recognised as such under Section 620 A of the Companies Act, shall not carry on any business other than borrowing and lending in its own name. It also listed the other thi ngs nidhi companies are prohibited from doing: Open new branches; open current accounts...

Words: 1709 - Pages: 7

Premium Essay

Initiators of Organizational Change

...Initiators of Organizational Change Nic Pedersen Management 380 November 13, 2012 Wayne Ellis Initiators of Organizational Change Every company faces a time when an organization change will happen for the good or bad of the company. Organizational changes can be a profitable venture for a company and organizational change can lead to the demise of a company. A change to a company’s organization is a process discussed, decided on, and conducted during a hallway meeting of upper management. Tough decisions are made before an organizational change is made and the outcome of the decision is only known after the completion of the organizational change. The reasoning behind organizational changes varies from company to company, but organizational changes are initiated by two driving forces, internal and external forces. The following paragraphs will address the initiating forces behind organizational changes and provide an example of one of the initiating forces. Internal and External Forces Companies have various reasons whether good or bad to commit to an organizational change, but all companies share the two initial initiators behind organizational change, internal and external forces. External forces are defined as,” The forces compels from outside the organization, (on which organization normally have no or minimal control) are termed as External Change Forces” (Rawat, 2008). External forces contain...

Words: 1289 - Pages: 6

Premium Essay

Syllabus

...STATE UNIVERSITY OF NEW YORK AT BUFFALO School of Management MGT 401– Public Policy, Law and Management Professor Hibschweiler Semester: Spring 2013 Office: 362 Jacobs Office telephone: 645-3911 Class Sessions: S2T T/Th 9:30 – 10:50 Jacobs 122 S3T T/Th 11 – 12:20 Jacobs 320 Office Hours: Mondays/Wednesdays 10:30 – 12:00 and by appointment. E-mail: ah33@buffalo.edu INTRODUCTION: This course focuses on the regulatory and policy implications of the interaction between government and private business entities, including corporations, partnerships and other business forms. The class is designed to help students understand the legal environment in which business organizations operate. It also will examine the role of ethics in business decision-making and the distinction between ethical and legal constraints. The course will include a discussion of contract law and also specific legislation affecting business and management, including securities regulation and the Sarbanes-Oxley legislation of 2002. Additionally, it will consider other methods by which government regulates business or affects business policy decisions, including by operation of the legal system. REQUIRED TEXT: Beatty, Samuelson, Jennings Legal Environment - University at Buffalo (Cengage Learning 2010). SUPPLEMENTARY MATERIALS: Students will be expected to be conversant on current events germane to topics discussed in this course. It is RECOMMENDED that students subscribe...

Words: 2768 - Pages: 12

Premium Essay

Instructions

...DMBA 610 Knowledge Integration Exam Fall 2015 ________________________________________Please read all instructions carefully before you begin. 1) Use the provided Student Exam Answer Sheet. Include your responses to all questions in the column, “Your Response” next to the appropriate question. This ONE Exam Answer Sheet document should be saved with your last name and "final," -- e.g. "Smithfinal"-- and posted in your Assignment Folder no later than 11:59 PM (EST), Sunday, November 15th, 2015. This exam also must be submitted to Turnitin.com It is recommended that you submit your exam to Turnitin.com at least 24 hours before the deadline to allow you sufficient time to address any issues identified in the Originality Report prior to posting your exam in your Assignment Folder. Please note: The exam questions are already included on the Answer Sheet. If the exam content is recognized as non-original by Turnitin, it will be ignored in analyzing your Turnitin report. Do not include any repeat of the exam case content on your Answer Sheet. Only place your answers and references on the Answer Sheet. 2) No extensions may be granted on this assignment; be sure to submit it on time and check to make sure that the document you submitted is readable and what you intended to submit. NOTE: This is an individual assignment. Any discussion or collaboration regarding the assignment constitutes a violation of UMUC's Academic Dishonesty and Plagiarism Policy. If you have any...

Words: 8490 - Pages: 34

Premium Essay

Feasibillty

...calcium. Ampalaya is also rich in antioxidants that protect the cells of the body from damage of free radicals (metabolic by-products usually waste). And it prevents from diabetic. Even if the ingredient is Ampalaya we prevent the tastes of bitterness of it to encourage the people to eat our product. Other services are being supplied also to the Market Industries. * Location * SWOT Analysis Strengths: * Affordable price * Quality product * Accept whole/retail orders * Healthy products Weaknesses: * Other people don’t recognize the product made by Ampalaya * Competitors Opportunities: * School days * Celebrations * Wholesale Threats * Calamities II. Management Aspect * Company Logo Our logo contains printer with document and stethoscope. Printer with document tells our service offered while the stethoscope express our service of editing, lay-outing, restoring and beautifying images, documents, and other form of media. * Business Signage This signage means a lot. Green...

Words: 5869 - Pages: 24