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The duties owed by directors to a company can be classified into two groups. The first is a duty of care and the second is a fiduciary duty. The duty of care requires that the directors must exercise the care of an ordinarily prudent and diligent person under the relevant circumstances. The fiduciary duty stems from the position of trust and responsibility entrusted to directors. This duty has many aspects. but. broadly speaking, a director must act in the best interests of the company and not f
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The management of a company is carried out by its officers, who include a director, manager and/or company secretary. A director is appointed to carry out and control the day·to-day affairs of the company. The structure, procedures and work of the board of directors, which as a body govern the company. are determined by the company's articles of association. A manager is delegated supervisory control of the affairs of the company. A manager's duties to the company are generally more burdensome t
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A company1 is a business association which has the character of a legal person, distinct from its officers and shareholders. This is significant. as it allows the company to own property in its own name, continue perpetually despite changes in ownership. and insulate the owners against personal liability. However, in some instances. for example when the company is used to perpetrate fraud or acts ultra vires, the court may 'lifF the corporate veil' and subject the shareholders to personal liabil
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6 Finally. a company's state of health is reflected in its accounts 8 , including its balance sheet and profit-and-Ioss account9• Healthy profits might lead to a bonus10 or capitalisation issuell to the shareholders. On the other hand, continuous losses may result in insolvency and the company going into liquidation.
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By contrast, a partnership is a business association which. strictly speaking, is not considered to be a legal entity but. rather. merely an association of owners. However. in order to avoid impractical results, such as the partnership being precluded from owning property in its own name, certain rules of partnership law treat a partnership as if it were a legal entity. Nonetheless, partners are not insulated against personal liability. and the partnership may cease to exist upon a change in own
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A company is formed upon the issuance of a certificate of Incorporation) by the appropriate governmental authority. A certificate of incorporation is issued upon the filing of the constitutional documents of the company. together with statutory forms and the payment of a filing fee. The 'constitution' of a company consists of two documents. One, the memorandum of association4 , states the objects of the company and the details of its authorised capital, othelWise known as the nominal capital. Th
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The European Union will have the status of a legal person. Lernen beginnen
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a business or institution that the law treats for some purposes as if it were a person distinct from its members or owner (eg a company)
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legal responsibility for acts or omissions (=failures to act, especially when you should have) / usually plural: liabilities) financial obligations of a business The Ministry of Defence pays compensation wherever there is a legal liability to do so.
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The fraud was carried out by using the credit to pay back money. He has been convicted of a criminal offense involving fraud. The Serious Fraud Office is investigating claims of fraud. Fraud charges were brought against the banker. She was found guilty of fraud. credit card fraud mail fraud securities fraud Lernen beginnen
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if you commit a fraud then you deliberately lie or do not give important information because you want someone else to rely on (=put trust in) this lie or incomplete information so that they will give up something of value, usually money His actions were misleading but did not rise to the level of fraud.
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By abusing its power, it acts in an ultra vires manner. The doctrine of ultra vires has been held directly applicable. Many types of illegality render a decision ultra vires. Lernen beginnen
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used to describe an action that goes beyond a person or business entity's legal power or authority The transactions were declared unlawful because they were ultra vires - beyond the council's legal powers.
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If a corporation has issued stock and held regular meetings of shareholders and directors, it is unlikely a judge will pierce the corporate veil unless there is proof that the corporation was created to accomplish a fraud on those dealing with it. Lernen beginnen
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the general principle that a company's shareholders and employees are immune from civil lawsuits filed against it I therefore have the power in law to lift the corporate veil.
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any person, partnership, proprietorship, company, association or other organisation that can be a party to a contract A limited company is a separate legal entity, distinct from its shareholders and directors.
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certificate of Incorporation (US certificate of existence|certificate of goodstanding) When the memorandum of association has been submitted the registrar of companies issues a certificate of incorporation that allows a limited company to begin trading. Lernen beginnen
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a document issued by a governmental authority granting a company status as a legal entity Smith filed for and received a Certificate of Incorporation from the Idaho Department of State.
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a document that registered companies have to complete with information on their business activities and then file with a governmental authority All our statutory forms are available on request and free of charge.
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memorandum of association (US articles of Incorporation/ certiftificate of incorporation) The memorandum of association contains details of the company's name, objects, registered office, liability and capital. Lernen beginnen
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(UK LAW) in the UK, one of two documents which form the constitution of a company. It sets out the important elements of the corporation, including its name, address, objects and powers The Directors may exercise the powers given by Clause 3 of the Memorandum of Association of the Company.
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authorised capital/ nominal capital /registered capital Lernen beginnen
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the maximum amount of share capital that may be issued by a company, as detailed in the company’s memorandum of association As of today, the nominal capital of the Company was £100,000,000.
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articles of association (US bylaws) In the UK, bylaws are a type of delegated legislation in the form of regulations or ordinances made by local authorities pursuant to powers given to them through Acts of Parliament, or, generally, the internal rules of an organization (but not a company). Lernen beginnen
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a document outlining the rules governing a company's internal organisation The company's articles of association contain details of the scope of the directors' authority to issue new shares. The company must adopt the articles of association in this form. They are forced to amend the articles of association. Company rules are set out in the articles of association. Directors' powers are subject to the bylaws. They proposed a change to the bylaws.
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annual general meetings /extraordinary general meetings (US annual meetings of shareholders / special meetings of shareholders) Lernen beginnen
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In the UK, the general meeting held by the company every year is referred to as the annual general meeting or the AGM. Special meetings called to address specific matters are referred to as the extraordinary general meeting or EGM.
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He currently serves on the board of directors of Podnet. The company had elected her to its board of directors. Our board of directors meets monthly. The statements made during board of directors meetings are confidential. Lernen beginnen
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the governing body of a company elected by the shareholders Crewe Alexandra manager Gudjon Thordarson is expected to gain approval from the board of directors to bring in his own number two.
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Manufacturers a duty of care to consumers. Hospitals are held to a higher duty of care. He breached his duty of care. The Board of Directors has a duty of care to its shareholders. Lernen beginnen
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a legal obligation not to act negligently, especially towards another person that could be harmed by your actions or omissions (=failure to act) Employers have a legal duty of care for the health, safety and welfare of their staff.
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the legal duty of a professional in a position of trust to act in the best interests of a client
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A lawyer is conflicted out of a case when he or she is disqualified because of a conflict of interest. Lernen beginnen
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a clash between a person's personal interest and his public or fiduciary duties He had a conflict of interest between his position as a director of the company and his ownership of shares in the company's main competitor.
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A balance sheet is included in a financial report. The cars are listed as a depreciating asset (=something that loses value over time) on the balance sheet. The balance sheet shows the assets and liabilities of a company. The decision helped to improve the company's balance sheet. This item does not appear on the balance sheet. The company has to draw up a balance sheet each year. Auditors were hired to audit (=examine accounts of business) the balance sheet. Lernen beginnen
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statement showing the financial position of a business on a specified date, including the company's assets (=items of positive value) and liabilities (=items owed) The balance sheet indicated that the company was in a strong financial position.
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calculation of the profit of the business during a particular period;
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movements of cash in and out of the business during a particular period.
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The company gave employees a bonus for bringing in new business. He was given a bonus of £6,000. The sales agent earned a bonus for exceeding her targets. The company paid a bonus to all employees this quarter. I got a nice Christmas bonus this year. Lernen beginnen
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an extra amount of money that is added to someone's payment as a reward for performing well at work The new administration is seeking to limit some bonus payouts.
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capitalisation issue (US cash dividend) Lernen beginnen
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when money from a company’s reserves is converted into issued capital and distributed to shareholders instead of a cash dividend Shareholders will receive one capitalisation issue share for every 40 ordinary shares they hold at close of business on 7 November 2009.
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Authorised capital is the maximum amount of shares a corporation is authorised to issue. This authorisation derives from one of the company’s constitutional documents. A portion of the authorised capital can (and often does) remain unissued to shareholders.
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shares that are actually issued to shareholders
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The company is now in liquidation. The company went into liquidation in 1999. The organisation may be forced into liquidation. The lack of funds resulted in the liquidation of the company. The defendants were Walka Ltd. (in liquidation) and others. Lernen beginnen
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concluding a company's affairs by selling its assets and paying its debts with any surplus being distributed to the owners By then, the company was in liquidation and most of the workforce had lost their jobs.
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person appointed by the company to examine the company's accounts and to report to the shareholders annually on the accounts
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company's chief administrative officer, whose responsibilities include accounting and finance duties, personnel administration and compliance with employment legislation, security of documentation. insurance and intellectual property rights
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person elected by the shareholders to manage the company and decide its general policy
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person appointed by a court. the company or its creditors to wind up the company's affairs
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company director responsible for the day-to-day operation of the company
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officer of the court who commonly acts as a liquidator of a company being wound up by the court
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person engaged in developing or taking the initiative to form a company (arranging capital. obtaining personnel. making arrangements for filing corporate documentation) Promoters must also provide a disclosure document to prospective investors, which includes basic information about the promoter's company.
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Britons may continue to vote by proxy for up to 20 years after they leave the country. Many corporate executive salaries are already on record in proxy statements. Managements, which control the voting process, win most proxy battles. Shareholders present in person or by proxy. Lernen beginnen
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representatives of shareholders who are authorised to attend and vote at general meetings on behalf of a shareholder and in accordance with the shareholders instructions / the written authority to act or vote on behalf of another person. As I couldn't attend Chorion's annual general meeting in person, Vivienne went as my proxy.
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A company is in receivership when its property is in the hands of a receiver. Lernen beginnen
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person appointed by creditors to oversee the repayment of debts The receivers had tried to find a buyer for the troubled factory. The court authorised the receiver to sell the company's assets. The receiver signed the agreement on behalf of the company. The authority of the receivers to act on behalf of the company came to an end. The receiver's duty was to manage the business and control the assets.
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member of the company by virtue of an acquisition of shares in a company
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"doing business as" - a name under which a company does business that is not the legal name of the company as shown in its company statutes /a name under which a person does business TeleGuam Holdings [DBA GTA TeleGuam] / James T. Goodwin, 401 Bellevue Drive, DBA Performance Truck Tire.
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a record of a company's shares, including details of the names and addresses of the shareholders You have to turn in your stock certificate and cancel it on the corporate stock ledger.
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general partnership agreement Lernen beginnen
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a contract that defines the rights, duties, responsibilities and liabilities of the partners in a general partnership business entity.
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Internal Revenue Service (IRS) The federal agency responsible for the collection of federal taxes, including personal and corporate income taxes, Social Security taxes, and excise and gift taxes.
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An extraordinary resolution (AmE) or special resolution (BrE) is a resolution passed by the shareholders of a company by a greater majority than is required to pass an ordinary resolution. Usually, an extraordinary resolution must be affirmed by at least 75% of the votes cast, whereas an ordinary resolution only requires a simple majority. A simpler way to say reach a resolution is to use the verb resolve. Lernen beginnen
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an official decision taken at a meeting; the expression of opinion or will of an official body (eg shareholders' meeting, Board of Directors' meeting, etc) by vote The UN Security Council will vote on the draft resolution on Tuesday.
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You have to register your business as a sole proprietorship. A corporation is typically taxed less heavily than a sole proprietorship. Explain the difference between a sole proprietorship and a partnership. Starting a sole proprietorship is easy. Lernen beginnen
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an unincorporated business with only one owner Andrew Smith established the business as a sole proprietorship in 1996.
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It is a general partnership organized under the laws of the State of California. The general partnership consists of Dewey, Cheatem and Howe. She was warned about entering into a general partnership with the current owners. Lernen beginnen
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a partnership in which each partner faces unlimited liability for all partnership debts regardless of the amount of the individual partner's capital contribution The law firm switched from a general partnership to a limited liability company earlier this year.
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Capital is provided by limited partners who do not participate in management of the business but share in profits and enjoy limited liability protection, ie their liability is limited to their individual capital contributions. She is one of the primary authors of California's limited partnership laws. Equitable had paid $16 million for that limited partnership interest. What about setting up a limited partnership? lawyer for the limited partnership. to start a limited partnership. Lernen beginnen
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a partnership in which the business is managed by a general partner who manages the business and whi is personally liable (=responsible) for the partnership's debts and obligations He is investing in real estate through a limited partnership.
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C corporation refers to any corporation that, under United States federal income tax law, is taxed separately from its owners. A C corporation is distinguished from an S corporation, which generally is not taxed separately. Most major companies (and many smaller companies) are treated as C corporations for U.S. federal income tax purposes.
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for United States federal income tax purposes, is a corporation that makes a valid election to be taxed under Subchapter S of Chapter 1 of the Internal Revenue Code. In general, S corporations do not pay any federal income taxes. Instead, the corporation's income or losses are divided among and passed through to its shareholders. The shareholders must then report the income or loss on their own individual income tax returns
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private limited company (ltd) Regulations allow a private limited company to be formed or to operate with only one member. Many advantages are available by use of the private limited company. A public company may be re-registered as a private limited company. Lernen beginnen
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a company where the liability of the owners is limited to their shareholdings and where the shares may not be offered for sale to the public through a stock exchange A private limited company cannot sell its shares on the stock market.
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public limited company (PLC) Abbey National changed its legal form and became a public limited company. The management consultancy set itself up as a public limited company. capital invested in a public limited company Lernen beginnen
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a company where the liability of the owners is limited to their holdings of shares and where the shares may be offered for sale to the public through a stock exchange A public limited company first has to raise sufficient capital through selling its shares to the public.
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vest something in someone or something to grant sole power or control over something to someone or some group The king vested all the military power in his own hands. The constitution vests the power to tax in the legislature.
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The statute provides a guarantee. The contract provides for payments to be made at different stages. The law provides that all cultural property is government owned. Lernen beginnen
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to say what will or must happen if particular conditions exist, usually in writing /(FORMAL) to give or supply something that someone or something needs The will provides that the wife will retain full ownership of the house upon her husband's death. / The law provides a remedy in cases like this.
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