Law Principles in Business Company Formation

Law Principles in Business Company Formation Introduction In a modern capitalist market economy, companies are a familiar part of everyday life. Companies own supermarkets, supply gas, foods, drinks, electricity and products we are depending on. As we all know in Malaysia there are different types of business entities. Local or foreign investors are coming to Malaysia to start a business. Besides, company has been defined as three formal business entities for profit which may be a corporation, a partnership, association or sole proprietorship. However, usually are people thinking the term of company means the business is incorporated, but that is not true. In fact, a corporation usually must use some. In order to incorporate a company, there are two stages that we have to go through, which are, pre-incorporation and post incorporation. In the pre incorporation stage, the promoter is responsible to bring the company into the legal existence and ensure its successful running, and in order to accomplish the obligation he or she may enter into some contract on behalf of prospective company. Promoters are the persons involved in formation of a company. They will undertake the initiative to prepare necessary documents and do other significant works in order to register the company. The principles of law relating to the formation of a company There are various forms of business organizations operating in any given economy. The business structure in use can be defined by the legal framework under which it operates. Therefore, the rules applied to these entities are different. Some of the types of business forms include Partnerships, Sole Proprietorships, and Corporations. Other forms may include entities set up not to make a profit but sometimes for the benefit of the community. Incorporation is when a business decision is made to form a new legal entity which is recognized by law to either undertake a not for profit business or for profit business. The process of forming of a company can be divided into four distinct stages such as promotion, registration or incorporation, capital subscription and commencement of business. Usually, promotion is the first stage in the formation of a company. It refers to the entire process by which a company is brought into existence. It starts with the conceptualization of the birth a company and determination of the purpose for which it is to be formed. A private company as its name implies cannot offer its shares to the general public. The next form of incorporation is a Private Company limited by guarantee. This form of incorporation will have no share capital. Under the Companies Act, a company cannot be limited by guarantee if it has a share capital. This form of incorporation is also limited by shares. It may be referred to as the opposite of a private company limited by shares. This is because it has a share capital and limits the liability of its members to the amount unpaid on their shares. The shares held in such companies can be traded in the capital market in line with listing rules. SEPARATE LEGAL 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, whereby a corporation has a separate legal personality, rights and obligations totally distinct from those of its shareholders. Corporate personality is a common law principle that grants a company a legal identity, separate from the members who comprise it. On the other hand, it follows that the property of a company belongs to that company, debts of the company must be satisfied from the assets of that company, and the company has perpetual succession until wound up. When a company receives a certificate of incorporation it automatically be a separate legal personality. In law when the company becomes a legal person it means its own right. This essentially means that if one commences business as a limited liability company, then the corporation or company is a legal entity with distinct legal personality separate to that of the owners, members, or shareholders. This is known as the concept of legal personality. The veil of incorporation can be described as being the separation between a company and its members. Due to the separate legal status of a company from its members this is usually very strictly maintained. However, there are certain circumstances when the courts will deny the people who run the company the advantage of hiding behind the corporate veil. In these instances the veil of incorporation is said to be lifted, the barrier between a company and its members is removed so there is no legal separation between them. There instances are however, difficult to predict as the reasons depend on the judges interpretation of fairness or policy or of how a particular statute should be interpreted. In the leading case of Salomon v Salomon Co Ltd, Salomon incorporated his boot and shoe repair business, transferring it to a company. Based on the cases of Mr. Salomon is when he was ran a boot manufacturing business as a sole trader. He and his family were shareholders and then he sold the business to the company. However, the company paid part of the purchase price to Salomon and agreed to pay the remainder over time. To secure its obligation to pay, the company gave Salomon security over its assets in the form of company charge. Effect of the charge, the company’s assets had to be used to pay out Salomon in full before they could applied to pay out the company’s other unsecured as MD. Unfortunately, the company’s business failed, the value of assets was insufficient to pay both Salomon and the company’s other creditors. However, the creditor argued that Salomon should not receive the benefits of charge, because the degree if control exercised over the company meant it should be treated as being his agent or trustee for Salomon in the conduct of the business. Lastly, the charge given by the company to Salomon was valid and he was entitled to be paid his debt even though other creditors would not be paid because of insufficient assets. This is because Salomon was not personally liable and the company was treated as operating the business in its own right which is separate from its controller. Conclusion The law as it is under the English company law will rather impute the principle of separate legal personality to a limited liability company as was the case in the case of Salomon v Salomon than apply the doctrine of lifting the veil. However the law will be ready to go after a person who takes advantage of the principle of the case in Salomon v Salomon to act in a fraudulent or unspeakable manner. It is the intent of the law is to create justice and fairness as it evidenced in both statutory provision and judicial decisions. However the principle of separate legal personality comes with it some vagueness especially when one looks at the exceptions which come with the principle. It is therefore necessary that something is done to reduce if possible eliminate such vagueness.

Missing - Charles Horman is Us :: Movie Film Essays

Missing - Charles Horman is Us [1] How I came to choose Missing as the focus of my project is as a result of the learning experience I have been engaged in during my college career. Having first seen the film for a class, I thought of it as nothing more than a movie about something monumental that happened in Chile more than two decades ago. I watched it, unhappily, thinking about all the other things I could be doing, and even falling asleep during some of it. In the time between my first viewing of Missing and embarking on this most recent project, I have learned a great deal about history, politics, and people. My views on all three of those subjects are constantly changing, with each new piece of information I receive further complicating my thoughts. Missing has gone from a movie, the title of which I had difficulty recalling, to being a thought provoking exposition that has forced me to examine, evaluate, and reevaluate almost everything that had once been certain in my own mind. [2] Missing is a rather confusing film to follow at first. Admittedly, I had to view it a few times to understand what was happening. Perhaps the initial feeling after seeing this film is confusion. However, after having watched it a second, fourth, eighth time, what I really felt was anger. Each time I watched the film, the anger and disgust would grow, so much so that it pained me to watch it again. However, in identifying the cause of my anger, I began to realize many things. [3] The United States government denied having knowledge of Charles Horman’s disappearance. It denied any accusations, especially those of U.S. complicity in the coup. U.S. government officials seemed accommodating and willing to help. But Charles was still nowhere to be found. Perhaps he was hiding from the government because of his political views. Perhaps he was scared that his activities would cause him harm of some sort. Impossible, his family said. Charlie had nothing to hide and no one to hide from. He was captured and no doubt in a great deal of trouble. The onus was then on the United States to find one of their missing, to come through and protect its citizens from mistreatment by foreign nations.

Assessment Task †Health and Safety Mu 2.4

MU 2. 4 1. 1 Understanding your role in contributing to children and young people’s health and safety is a priority. As a new member of staff your line manager will need to know how you can apply this in your work setting. You have been asked to produce information that includes: †¢an outline of the health and safety policies and procedures of the work setting Health & Safety Policies †¢Protective clothing to be warn when necessary for example, wearing gloves when administering medical aid to children. i. e. If child fell over and bleeding put gloves on. †¢If an accident occurs write down in accident book. No matter how small the injury is. With a double signature from staff and end of the day by parents †¢Medical Records. Only prescription drugs to be added and our policy match Schools. †¢Making sure the gate is always shut on the entrance to the kitchen area so the children can’t go in and get hurt or burnt. †¢All cleaning products are locked away in the kitchen area. †¢Fire exits always clear and known to staff and back exit gate key on hook if needed. Making sure children wash their hands after the toilet and before eating. †¢Continual risk assessment of new and on-going tasks and areas of the children’s surroundings. i. e. If I see an overhanging bramble/branch in the garden, I would need to cut it off and mention it to the manger before children can play. †¢If there were objects that could cause unnecessary accidents they would need picking up. If there was lots of mess on the floor like paper that would need to be cleaned up to avoid slips. This would be the same if there was water spilt and the manager would need to be informed. †¢Making sure all the rooms are ventilated so the children don’t get over heated and the it not to cold either. †¢Staff to child ratio on walks would be one adult to two children with the nursery that can increase to one adult to eight children. †¢Volunteers and staff are all CRB checked before working with the children. †¢Front door and gates always locked. †¢First aider always known and first aid boxes located around the setting but secure from the children.

Effects Of Dash Diet On African Americans Essay - 1288 Words

EFFECTS OF DASH DIET ON AFRICAN AMERICAN HYPERTENSIVE ADULTS INTRODUCTION Hypertension (HTN) is a chronic cardiovascular condition that is characterized by high blood pressure. The blood pressure commonly abbreviated as BP is a measure of the force exerted on the blood vessels as the blood passes through them. The amount of blood pumped and the narrowness of ones’ vessels are directly proportional to the blood pressure (Mayoclinic staff, 2014). Hypertension affects 1 in every 3 adults in the United States. In addition, 25% of the adults have prehypertension (Whitt-Glover et al., 2013). The disease can go undetected for years until a stroke or any other cardiovascular related emergency occurs. This is because undetected and/or untreated HTN causes damage to blood vessels and other essential body organs like the kidney. There are two types of hypertension depending on the etiology; primary and secondary hypertension. Primary hypertension is as a result of idiopathic causes and develops gradually for many years. It is therefore associated with the adu lts. The most probable causes of primary HTN are poor lifestyle choices like poor diet, stress, obesity and sedentary life styles (Mayoclinic staff, 2014). The other type –secondary hypertension- is caused by underlying known diseases. The most common diseases which cause this type of high blood pressure are associated with the endocrine system (Mayoclinic staff, 2014). 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