CONSEQUENCES OF INCORPORATION 1. What is meant by separate legal entity & the corporate veil? 2. When will the corporate veil be lifted (ie. shareholders held to BE the corporation)? a. Fraud b. Agency c. Groups d. Tort How does a comp become separate legal entity? • Comp become SLE on date of certificate of registration and approval with ASIC: s119 CA • Effect: become SLE or “legal person” with legal capacity/powers of corporation: s124 Corporate Veil & Separate
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INTRODUCTION In common usage‚ ‘Company’ means an association of persons associated for some common purpose. The common object may be business‚ charity‚ research etc. The persons are united for achieving a common objective‚ normally‚ for earning profits‚ which are shared by the investors. Definition of Company: Section 3 (1) (i) of the Companies Act‚ 1956 defines a company as: “A company registered and formed under this Act or an existing company.” The above definition does not give clear
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Formation or incorporation of A Company – For the formation of a company‚ a company passes through the following thee stages :- 1. Promotion Stage. 2. Incorporation Stage. 3. Commencement of business stage. 1. Promotion Stage: The stage of conceiving an idea and its working is termed as promotion of a company. The person involved in this task is termed as “Promoter”. There are certain important decisions which are taken before the formation of the company. There first important matter to decide
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Companies The formation of incorporation is by registration with the companies acts 1963-2012.Companies can be registered with limited or UN limted liability or as a private or limited company. The legislation will distinguish between limited and unlimited‚ by which liability of the members is limited‚ between the companies with share capital and without share capital. This went between the private and public companies. A company limited by shares Companies act S 5(2)1963. At the end of 1983‚ there
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INCORPORATION OF OVERSEAS INVESTMENT COMPANY IN MAURITIUS We want to incorporate an Overseas Investment Company to be used as a Vehicle for investing our funds in companies engaged in business abroad. The criteria for selection of the location are: 1. No Tax or Minimum Tax on Income 2. Ease of Operation 3. Asset Protection 4. Scope for Raising Additional Funds The salient features of overseas companies to be incorporated in various countries / locations such as Mauritius‚ Singapore
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Introduction The term “registered company” means a company starts its operation or formed by registration under Companies Acts 1965(1). A registered company is explained by the law as a person‚ a human being. This artificial person can own land and other property‚ enter into contracts‚ sue and be sued‚ have a bank account in its own name‚ owe money to others and be a creditor of other people and other companies‚ and employ people to work for it (2). Section 16(5) of the Companies Act 1965 states that on and
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..........................................................2 Definition of a Company ............................................................................................................................................2 Features of a Corporation ..........................................................................................................................................3 Difference Between a Company and Its personnel ..........................................................
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ARTICLES OF INCORPORATION OF BLUE ARRAYS CORPORATION KNOW ALL MEN BY THESE PRESENTS: That we‚ all of legal age‚ citizens and residents of the Republic of the Philippines‚ have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the Philippines. AND WE HEREBY CERTIFY: FIRST: That the name of the said corporation shall be: “Blue Arrays Corporation”; SECOND: That the purposes for which said corporation
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clause has been incorporated as a term of the contract. Regarding to incorporation by signature‚ generally if China signed the contract‚ then they tend to be bound by the terms of the agreement‚ even if they did not read it‚ (L’Estrange v Graucob)‚ where it was stated that the claimant would be bound by all the terms of the agreement because she signed it and the fact that she did not read the terms was irrelevant. Incorporation by notice could also be applied in the case provided. For the term to
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separate corporate personality as confirmed in Saloman v. A Saloman & Co. Ltd. [1897] forms the corner-stone of co. law. • The recognition that a co. is a separate legal entity distinct from its shareholders is often expressed as the veil of incorporation. • Incorporation of a co. casts a veil over the true controllers of the co‚ a veil through which the law will not usually penetrate. • Once a co. is incorporated the courts usually do not look behind the veil to inquire why the co. was formed or who really
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