The Australian Pilots Association ( Apa )

The Australian Pilots Association ( Apa )
Introduction
The Australian Pilots Association (APA) is seeking to establish whether they would be able to pierce
the corporate veil in order for the pilots of Xpress Air Ltd (XAL) to claim their former employment
entitlements from Kwik Air Ltd (KAL). In its struggle to respond to the economic downturn, KAL
incorporated a wholly–owned subsidiary XAL, and its restructure resulted in 200 pilots from KAL
being made redundant and re–employed by XAL at lower pay and superannuation. The APA
becomes infuriated at the fact that newly employed pilots at KAL are offered the original contract
with higher pay. In advising the APA in their representation, the nature of the wrongful act must be
identified. Then, we should evaluate the companies' legal identity within the corporate group and the
potential existence of agency relationship between them to figure out whether the veil of
incorporation can be lifted in determining the liability that exists for the parties involved.
Separate Legal Entity
In order to establish the liability of each party involved, it must first be determined whether the
liable party will be KAL itself as a corporate personality or its directors. The case of Salomon v
Salomon & Co Ltd has established the legal principle of a company as a separate legal entity with
its own rights and responsibilities. This legal doctrine was reaffirmed in Andar Transport Pty Ltd v
Brambles Ltd when Justice Kirby held that "the mere fact that the company may be owned or
controlled
... Get more on HelpWriting.net ...

The Nez Zealand Government Essay
Topic 1 According to the Nez Zealand government, a company will only be considered as a
company in New Zealand after it has been registered with the company's office which administers
the register of companies In New Zealand. In New Zealand, a company must have at least one
director who lives in New Zealand or lives in Australia and is a director of an Australian company.
The directors are required to provide their date of birth, place of birth and sometimes they need to
provide the details of their ultimate holding company. Unlike sole traders or partnerships, the
company itself operates as a separate legal entity to its shareholders. It owns its assets and liabilities
whereas a sole trader is liable for all the assets and liabilities directly. This feature of the companies
is called limited liability, this means that shareholders in the company can only be liable and can
only lose the value of their shares and not more than the value of their shares. However on the other
hand, directors are liable for the debts incurred by the business if their conduct of the business is
believed to be fraudulent, reckless and not in the company's interest. Lastly companies are taxed at
the company tax rate which is 28% in New Zealand currently. The profits made by the company are
taxed to the individuals. Having a company has a lot of advantaged mainly having an advantage
accessing investments and also gaining more credibility and is more secure than having a sole
trading

Accounting And Regulatory Responsibilities Of The Company...
Unlike Sole Traders and Partnerships, LLP's have a duty of public disclosure, meaning that certain
key business information has to be registered with the registrar of companies and as such, this
information will be available to the public. Essentially the LLP is a hybrid, combining elements of a
traditional partnership with that of an incorporated company. The administrative and regulatory
demands of LLPs and Limited Companies are higher and the structure of these two business
mediums is largely complex in comparison to that of Sole Traders and Partnerships. Concept of
Liability The Sole Trader liability is unlimited. They are the complete owner of the business, as
result they are wholly responsible for the debts of the company and therefore whatever the business
owes. If a Sole Trader is in breach of contract they are fully liable. They are also liable for their own
negligence in tort, if they employ someone else and that person is negligent, the Sole Trader is
further liable through the concept of 'vicarious liability' for employees. Where a Sole Traders
business becomes insolvent, the assets no longer matching liabilities, the trader is sued as bankrupt
brought about by the procedure known as bankruptcy laid down in the Enterprise Act 2002. As a
Partnership is not a legal person or entity, although it can now be sued and can sue in its own name,
all partners are jointly liable under S.9 PA1890 , and liability is unlimited. Undoubtedly in the
course of the

The Legal Entity System Has Profoundly Affected The...
1.0 Introduction The legal entity system has profoundly affected the process of human economic
and social development. Needless to say, the connotation of the legal entity system is very rich, and
that the company has an independent personality and shareholders bear the limited liability is the
two basic features (Tweedale, G., Flynn, L., 2007). Of course, the company 's independent
personality is based on the separation of corporate property and shareholder property. Under this
circumstance, the company shall enjoy their rights, fulfil obligations, and independently bear civil
liability in its own name (L.C.B., 1992). However, with the development of commodity economy,
and the deepening and extensive use of the legal entity system, the ... Show more content on
Helpwriting.net ...
3.1.1 Fraud or misrepresentation Fraud or misrepresentation is one of the most frequent factors in
piercing the corporate veil. Fraud is a deliberate concealment of the truth and a false statement
leading the other party to engage in certain acts and causing loss or injury, which can be seen in the
case" GILFORD MOTOR Co. v HORNE Ltd. (1933)". Fraud includes civil fraud and criminal
fraud, and fraud is often associated with misrepresentation. Inaccurate statements in the litigation of
piercing the corporate veil generally include misrepresentation of the company 's assets and
financial conditions, as well as misrepresentations of paying to the parties. Professor Thompson is
of the opinion that when the act is found to be "fraud" by the court, the act is often used as evidence
to support the "misrepresentation" if the fraud claim cannot be substantiated (Hodge, L., Sachs, A.,
2008). 3.1.2 Shareholders' control and domination In order to pierce the company veil, the plaintiff
needs not only to prove the "domination and control" behaviour, but also to prove that there is fraud
or abuse unfair form of corporate. In order to pierce the company veil, that shareholders only
control/dominate the company is not enough, and there must be "fraud or misrepresentation"
evidence. In this regard, the standard of piercing the veil of the company is also particularly
stringent. If there is only the fact that the shareholder is a

Unit 1 Assignment 1 Legal Entity Selection
Assignment 1 – Legal Entity Selection My advice for this scenario would be to form a Limited
Liability Partnership (LLP). I believe it would be the best suited for all future partners and their
situations, especially Friend 1 and Friend 3. (All friends will be referred to as Partners 1, 2 & 3). My
choice for an LLP revolves around the involvement of Partner 1 & Partner 3. Partner 1 is stated to
have a full–time job and will not be able to participate in the daily operations of the newly formed
entity. However, it will be their initial investment that earns them an equal stake of ownership as
Partners 2 &3 (this reasoning discards the possibility for a Limited Partnership). Partner 3 will only
be able to participate partially due to their commitments of another part–time job. This leads the
need to ensure proper legal ... Show more content on Helpwriting.net ...
Working only partly with Partner 3 and minimally with Partner 1 means without proper legal
protection, any unethical business dealings could have a massive impact on the other partners. An
LLP would provide such protection for all partners. Finally, Partner 3 is forward thinking and would
like to ensure a transition of their stake in the business to their children. While this is possible, it
may result in a dissolution and reestablishment of the partnership for the children to inherit a stake,
combined to equal that of their parent. However, while forming the business, I would suggest
adding to the partnership agreement a mechanism to transfer the interest of one partner to another,
or multiple persons. This would have to be agreed upon during the formation to avoid a dissolution
of the partnership in the future. In order to form this entity, the partners must file with the New
Mexico Secretary of State and provide/acquire the following (Information taken from the website of
the New Mexico Secretary of

Legal Forms of Business
Legal Forms of Business: Week 2
Legal Forms of Business In business, the first decision that is made is usually the most difficult.
When making business decisions, the owner must decide what types of business organization is the
best for the company. There are seven forms of business that will be discussed as well as scenarios
in which each of these forms of business would be the preferred form. This paper will also justify
why the corresponding business form is preferred. The forms that will be discussed are: sole
proprietorship, partner, limited liability partnership, Limited Liability Company, S corporation,
franchise, and corporate form. Sole Proprietorship A Sole Proprietor is someone who owns a
business by ... Show more content on Helpwriting.net ...
S corporation status provides many of the benefits of partnership taxation and at the same time gives
the owners limited liability protection from creditors. Scenario: A company that is taxed as a
corporation, has more than 100 shareholders, and has one class of stock, classifies the company as
an S Corporation. Franchise A franchise is a right granted to an individual or group to market a
company 's goods or services within a certain territory or location. There are companies that fall up
under the franchise umbrella such as McDonald's, Subway, and Pizza Hut. Many people think of
restaurants or fast food businesses when they think of franchise. There are over 120 different types
of franchise that consist of automotive, health and fitness, financial services, and cleaning and
maintenance, just to name a few. Scenario: A person is interested in starting a business and would
like to own a Taco Bell. The best form to use is the franchise. This would require the owner to buy
into the franchise. Corporate The Corporation form is used to solve the typical problems of the
partnership. Incorporating allows a group of owners to act as one. This is similar to the way a
partnership is operated as well. Since a corporation is a separate legal entity capable of being sued,
it can protect its owners by absorbing the liability if something goes wrong. In a corporation, the
owner is allowed to hire

Disadvantages Of Separate Legal Entity
Introduction
During this 21st century, we find that almost every nation has companies set up and these
institutions play a major role in the nation's economy. We can find that new companies are being
incorporated almost in a daily basis under the Companies Commission of Malaysia, in accordance
with Companies Act 1965(The Act). However, we realised that the concept of separate legal entity
derived its mere foundation from Salamon v. Salamon & Co Ltd which dates back to several
centuries.
Characteristics of Separate Legal Entity
Salamon v. Salamon & Co. Ltd has a significance principle that has been recognised universally.
Refer to s16(5) in The Act, once company is registered, the new company is a juristic person that
separate from its members. Likewise, company has the full responsible on its own debts and
contractual ... Show more content on Helpwriting.net ...
Company reduces tax paying by splitting the income through imputing dividends: Hobart Bridge Co
Ltd v FCT .
Disadvantages of Separate Legal Entity Although doctrine of separate legal entity has the greatest
importance in company law, it contains weaknesses that could be arguable. Professor Kahn–Freund
described the doctrine as "calamitous" because it arise many issues, such as "How is it possible to
check the one–man company and other abuse of company law?" Separate legal entity is inadequate
for complex problems .
Due to limited liability, company creditors' interests are not protected . Creditors need to bear the
risks inherent when dealing with limited company. Shareholders are discouraged from monitoring
and controlling the business due to the benefits of limited liability.
Furthermore, the principle of separate legal entity provides an ideal vehicle of fraud . "$2 Company"
is an example. The company was formed as limited company that undercapitalised. Shareholders
and directors are not liable for the large debts that the company incurred when the company couldn't
repay

salomon v salomon
Introduction This essay will examine the legal standing of the doctrine of 'separate legal personality
' as it was developed in Salomon v. Salomon & Co Ltd [1897] AC 22. Even though this doctrine is
the stone head of the English company common law, the courts introduced several exceptions which
undermined the 'veil of incorporation '. The exceptions were firstly introduced in the mid–60s by
Lord Denning in Littlewoods Mail Order Stores Ltd. V IRC [1969], and allowed the court to lift the
veil and hold the shareholders liable for the company 's actions. The main reason for the courts to
lift the veil is where the shareholders had abused the privileges of limited liability and incorporation.
Corporate personality and incorporation ... Show more content on Helpwriting.net ...
The most important effect of limited liability is that the shareholders are not liable for any debts as
the company is a separate legal identity. In the case of bankruptcy, members ' personal assets are
protected and out of reach by the company 's creditors. The Salomon case safeguarded member 's
personal property and offered members a security as they can have earnings from the company
while they are protected. However, this protection offered by the Court to company 's members
made the company 's creditors skeptical, since, in some cases the company was used to defraud the
creditors and the state. The courts had to balance the protection to shareholders and the injustice
against the creditors. Accordingly, the courts had to be ready to ignore the doctrine of 'separate legal
personality ' and lift the veil of incorporation in cases where the company is incorporated in order to
defraud. Case of Littlewoods Mail Order Stores Ltd V Inland Revenue Commissioners and the
statement of Lord Denning Lord Denning was the precursor of lifting the veil of incorporation.
Specifically, in the case Littlewoods Mail Order Stores Ltd. V IRC [1969], Littlewoods rented
premises on 99 year lease from Oddfellows, on a very low price (£23444). Later the value of money
changed and after 22 years Littlewoods and Oddfellows decided to find a way to both benefit.
Oddfellows transferred the premises to Fork Manufacturing Co. Ltd., a wholly–owned

Lifting the Veil
Veil Lifting QUESTION The general reasoning of the Court in this area of Veil Lifting the
Corporate veil has been confusing and, at times, contradictory: Discuss The question requires an
analysis of whether the parent company (A); will be liable for the claims against its subsidiary, (b):
in other words, whether the corporate veil can be lifted in this group structure. Both the parent
company and its subsidiary are incorporate which have been legally formed. A company once
incorporated, is a separate, and distinct legal entirely from the people who set it up: The Veil of
incorporation is created by the principle of separate legal personality and that limited liability which
are established in Salomon v Salomon & Co Ltd (1897) A ... Show more content on
Helpwriting.net ...
Lipmann had entered had entered into a contact with Mr. Jones for the sale of land. Mr. Lipman then
changed his mind and did not want to complete the sale. He formed a company in order to avoid the
transaction and conveyed the land to it instead. He then claimed he no longer owned the land and
could not comply with the contract. The judge found the company was but a façade and granted an
order for specific performance. But the of Appeal in Adam Court in held that each company was a
separate legal entity from its shareholders and the presence of the US subsidiaries did not
automatically amount to the presence of the English parent company. (ii): view cape group as an
Agency: Secondly, the Court may lift the veil if a express agency relationship exist between a
company and its shareholders, or between a parent and subsidiary company in a group structure.
Although a company is a separate legal entity instead an agent of its shareholders, it is possible that
there is evidence of day to day control and that an agency relationship can be established on
particular facts. It is, however, difficult to prove an agency relationship without express agreement.
Somme guidance is provided in: Smith, Stone & Knight Ltd v Birmingham Corp [1939] In
order to maximize the amount of compensation, the parent company argued that the subsidiary
carried on the business as its agent. It was held

The Principle of Separate Corporate 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. Legislation
and courts nevertheless sometimes "pierce the corporate veil" so as to hold the shareholders
personally liable for the liabilities of the corporation. Courts may also "lift the corporate veil", in the
conflict of laws in order to determine who actually controls the corporation, and thus to ascertain the
corporation 's true contacts, and closest and most real connection.
Throughout the course of ... Show more content on Helpwriting.net ...
We will now give examples of company law cases and the circumstances under which the veil of
incorporation can be lifted by the courts.
In national emergency cases, in times of war or other emergency where economic sanctions may be
imposed, the courts may have to lift the corporate veil to reveal the nationality of a company. This
was done in Daimler Co Ltd v Continental Tyre & Rubber Co (Great Britain) Ltd. where shares in
an English company were held by German nationals, who were treated as an enemy concern in the
First World War. So, the judicial lifting of the corporate veil can happen in times of national
emergency, however, it is dependent upon the state of hostility between the UK and some other
nation.
The courts are prepared to pierce the corporate veil to combat fraud. They will not allow the
Salomon principle to be used as an engine of fraud. For example, in the case of Gilford Motor Co
Ltd vs. Horne an employee had entered into an agreement not to compete with his former employer
after ceasing employment. In order to try to avoid his restriction the employee set up a company and
acted through that. The court held that this maneuver would not be tolerated, the veil would be lifted
and an injunction would be issued against the company to visit the coursework and redistribute it.
The court has on occasions lifted the veil of

Business Relations : Salomon Vs. Salomon & Co
Human beings are commonly legal person but humanity is a state of nature which may be or not be
deliberated. In the eighteenth century business relations were considered to be contracted between
"real" persons, whereas after that time legal relationships had been extended to relations between
companies, considered as separate legal personality. In company law it has been held that a
company is considered as a separate legal entity holding its own assets, debts and equities. Prior to
1840s a company had to be incorporated from Royal Charter or by the Parliament. However, during
that time British Empire was facing high high competition from other European countries. While the
vast majority of British companies were in the hand of family enterprises America was growing
companies such as J.P Morgan. While Britain had the ability to compete, the bureaucracies forming
a firm was crushing the national economic development. Salomon vs Salomon & Co became an
important part and a decisive revolution of company law since 1897. This principle determines that
a company's assets belongs to it and not to its directors or other parties involved and is responsible
for its own debts and liabilities. Thus, shareholders and directors are not liable for paying back
creditors in event of liquidation. The separate legal personality of a company signifies one of the
most vital principles of company law which was first established by the House of Lords in Salomon
case. This case defines the legal

1314297012 coco misc lifting the veil of incorporation 1
"In spite of the obvious economic connection between companies within the same group, English
company law has steadfastly maintained its policy of treating such companies as distinct legal
entities."
Explain this statement. Consider the need for reform.
Contents
Introduction 3
Salomon v Salomon 4
Lifting the veil of incorporation 5
Fraud 5
Façade or a sham 5
Groups of Companies 7
Adams & Others v Cape Industries plc 10
Is there a need for reform? 12
Conclusion 14
Bibliography 16
Books: 16
Journals: 16
Cases: 17
Websites: 17
Bill: 18
Introduction
In order to explain the statement this essay will explore the background to treating companies as
distinct legal entities; review certain cases trying to pierce ... Show more content on Helpwriting.net

...
Once the company is legally incorporated it must be treated like any other independent person with
rights and liabilities of its own.
Lifting the veil of incorporation
There are exceptions to the principle in Salomon's case, where the veil is lifted, or pierced, and the
law disregards the corporate entity and pays regard instead to the economic realities behind the
disguise. Exceptions can be classified into those expressly provided by statute (such as in section
214 of the Insolvency Act 1986 which makes directors liable for wrongful trading10) and those
under judicial interpretation11. To 'lift the veil of incorporation' simply means to ignore or set aside
the separate legal personality of a company.
Creditors have tried to pierce through this concept of a company being a separate legal entity.
However Courts are very reluctant to let them do so unless there is evidence of fraud or a sham.
Fraud
The corporate form cannot be used for the purposes of fraud, or as a device to evade a contractual or
other legal obligation. Where there is fraud or a deliberate breach of trust the courts show a
willingness to set aside the corporate form. They pierce the corporate veil in order to achieve justice.
Standard Chartered Bank v Pakistan National Shipping Corporation12 established that reliance upon
fraudulent representation was in

The Relationship Between A Corporation And A Private...
Introduction Today's world is full of corporations doing business in every industry and sector that
we can imagine. These corporations are set up to separate the business from its owners and insulate
their assets. There are times, however, in the interest of equity when the corporate veil is allowed to
be lifted and the assets of the owners are exposed. (Dignam) Throughout this paper, I will discuss
the difference between a corporation and a private entity and when the corporate veil can be lifted
according to the cases in the UK law.
Private Entities Versus Corporations In the United Kingdom, different business structures are
available to those who wish to establish a business. There are four forms that a company can take in
the United Kingdom. These forms are as follows:
1) A private company limited by shares (members' liability is limited to the unpaid share capital
except where any personal guarantees have been given).
2) A private company limited by guarantee (members' liability limited to the amount undertaken to
be contributed by members.
3) A private unlimited company (unlimited liability of members).
4) A public limited company (members' liability is limited to the unpaid share capital and at the time
of incorporation a plc must have ab allotted share capital of 50,000.00 pounds)" (Rosenfalck).
The minimum requirements for setting up a private limited company is that you must have one
director, registered in the United Kingdom, and have at least one

Types of Business Ownership
The sole proprietorship is the simplest form of business organization. A sole proprietorship is a
business that is owned by an individual who is solely responsible for all aspects of the business. The
owner is personally responsible for all debts of the business, even in excess of the amount invested.
The business and its owner are thus considered the same entity.
The advantages of a sole proprietorship include:
a. Low start up costs, as legal and filing fees are at a minimum. However, many states and cities
require a filing with county clerk.
b. Greatest freedom from regulation and paperwork.
c. Owner is in direct control, with no interference from other owners.
d. Taxes may be lower than for regular corporations.
The ... Show more content on Helpwriting.net ...
If the business fails or loses a lawsuit, the general creditors cannot attach the owners' homes, cars
and other personal property. Limited liability is the one major reason so many businesses are
incorporated.
b. Capital can be raised more easily than under other forms of ownership. This does not mean,
however, that a new corporation can sell shares of stock easily. The sale of stock is highly regulated
by both federal and state governments, and obtaining bank loans for a new business may be no
easier for a new corporation than for a partnership or proprietorship.
c. Ownership in a corporation is more easily transferable, this includes transferring shares to family
members as gifts or otherwise, as well as selling your interest to some other person. However, in
many small corporations it is advisable to put restrictions on transfer of shares, especially if the
persons owning and working in the business must be able to work closely together. This is generally
accomplished by stockholder agreements. The stockholder's agreement is an agreement between a
shareholder and the corporation. It may state, that the shareholder may not sell his shares for a
specific period of time after acquiring them or that the shareholder must, under certain conditions,
sell the shares back to the corporation.
d. Since the corporation is an independent legal entity, it has a life of its own, or a continuous
existence. It does not cease simply because one of the owners dies or

Corporate Law Case Study
Capital Pty Ltd is inquiring into the Commissioner of Tax's notice disallowing the tax deduction for
bad debt. The Commissioner based the argument on the premise that Capital Pty Ltd is a mere
appendage of Eastfield Ltd. This being the case, it is necessary to examine the exact relationship
between Capital Pty Ltd and Eastfield Ltd and determine the likelihood of the courts lifting the
corporate veil.
Separate Entity
Salomon v Salomon & Co established the key principle that an "incorporated company is a
separate legal entity from its founder, shareholders and directors". To further this point, the Albazero
case provided authority within a group of companies, whereby each company is a separate legal
entity with distinct legal ... Show more content on Helpwriting.net ...
This is verified by the fact that all of the profits of Capital were to be distributed to Eastfield
through a dividend payment. Secondly, the subsidiary must be actively conducting the business as
appointed by the parent. Since Capital Pty Ltd was initially set up for the financing needs of
Eastfield, and solely used the workforce of Eastfield, this second criteria is met. Further, since
Eastfield 'decided on a strategic plan which called for a new corporate structure', essentially
supplying the debt finance for Eastfield, it can be said that Eastfield was the head and brain of this
trading venture, thus meeting the third criteria. Additionally, as Eastfield decided all decisions
regarding this capital funding structure, the 4th agency principle is met; whereby the parent
company governs the venture and determining capital structure. Since 'Capital earned significant
interest income...from the repayment of the various loans...undertaken by Eastfield' it can be
established that the parent company, Eastfield, maintained profits through its own skill and direction
towards the subsidiary. Lastly, the parent company must be in constant and effectual control, which
is confirmed by the fact that all the directors of the subsidiary company, sit on the board of the
parent company, thus establishing constant and effective control. Through the above mentioned, it
can be significantly argued that Capital and Eastfield meet all 6 requirements that

Advantages And Disadvantages Of Private Limited Company
REGISTRATION OF PRIVATE LIMITED COMPANY
Private Limited Company is a successful business type. Minimum two persons can promote a
Private Limited Company. There can be minimum two and maximum two hundred members of a
Private Limited Company. Perpetual succession, separate judicial entity, greater stability etc are
some of the main features of a Private Limited Company. Larger businesses prefer dealing with a
Private Limited Company than with a Proprietorship or a Partnership Firm.
Advantages of Private Limited Company :
Separate Legal Entity : A Private Limited Company when incorporated is considered as artificial
judicial person. It is a separate judicial entity. A Company can purchase its assets and borrow own
funds as a separate judicial entity. The Share Holders of Company are liable for company's debts
only to the extent of shares held by them. ... Show more content on Helpwriting.net ...
There can be maximum fifteen directors in the Company.
What is minimum capital requirement to start Private Limited Company ?
The minimum paid up capital of a Private Limited company should be Rs. 1/– lakh. The members
are not required to produce any proof of investment in Compay.
Do we need to have office address for starting a Private Limited Company ?
There has to be an official address of the Private Limited Company where all communication is
received, it is called Registered Office of the Company. Any commercial or industrial premises or
residence of any person can be Registered Office of a Private Limited Company.
Is it necessary for me to visit MCA office to incorporate a Private Limited Company ?
No. You need not visit MCA office or our office to incorporate a company. You have to just send
scanned copies of required documents by e–mail. Certain documents which are required in physical
format may be send through courier. We also provide free pickup of documents in some areas.
What all documents are required for incorporation of Private Limited Company

Selecting A Form Of Entity For Doing Business
Selecting a form of entity for doing business.
Tax payers, who are business owners, including the self–employed, have choices regarding how to
set up their entity for tax purposes. Generally, the following options are available for tax payers:
Sole Proprietorship
Single Member Limited Liability Company
"S" Corporation
"C" Corporation
Sole Proprietorships do not file any documents, including annual reports, with the Secretary of
State. Accordingly, they do not have legal or creditor protection.
Sole Proprietorships prepare Schedule C as part of their Individual Income Tax returns, with
exception to farmers who must file Schedule F. The Schedule C is the most simplistic form for tax
filing purposes, when it comes to business. Sole Proprietors may need to file Schedule SE.
Generally, self–employed business owners can set up fringe benefits (i.e. self–employed health
insurance deduction and retirement plan) for their business. Self–employed health insurance and
retirement deductions are reported on page 1 of the individual income tax form as an adjustment to
gross income. Discrimination tests have to be met for the self–employed health insurance if the sole
proprietorship has employees.
Under the family member 's rule, as stated in Circular E of the IRS: "Child employed by parents.
Payments for the services of a child under age 18 who works for his or her parent in a trade or
business aren 't subject to social security and Medicare taxes if the trade or business is a

The Ethics Of The Corporate Veil
'Lifting the corporate veil' has been the topic of the legal arguments for many years. The corporate
veil refers to a principle where a registered company has a separate personality from its
shareholders. As a result, the shareholder was not liable for any liabilities that his company had
obtained. However, in some severe circumstances, it is important that the separate identity must not
be allowed to use as a protection to wrongful act. In some situation, the corporate veil can provide
harmful effects to the third parties, especially the creditors. Therefore, the courts have to lift the
corporate veil, which means to get rid of the shield protecting the personal assets of the shareholders
from creditors of the company, and making them personally liable for the company's debt.
According to the principle of the corporate veil, in order to make the shareholders liable for their
company's debt, it considers towards the company structure with the separate legal personality
doctrine. Generally, being a shareholder means that they can obtain unlimited company's profit
whereas they are not responsible for more than the amount they invested. Thus, Limited Liability
Company is the most favoured business form for investors. As a result, the creditors of the company
cannot claim compensation from the shareholders even if the company has insufficient funds to pay
its own debts in full.
Regarding to the situation, there are four main circumstances that the UK courts can go behind

The Legal Principles Of The Case Of Salomon V. Salmon And...
The legal principle on company law established by the case "Salomon v Salomon & Co Ltd" is that
a company upon incorporation is a body corporate which is recognized by law to have a separate
legal entity from its members and officers. The company and members are two separate bodies. This
is known as the veil of incorporation. Thus, the debts of the company cannot be recovered from its
members. For example, the debts of the company cannot be recovered from its member. Rather than
the director or its member, a company is normally liable for any breach by itself. A company is an
artificial legal person that exists independently of the individuals who at any given time are the
members of the corporate body. In the case of Salomon V Salomon & Co Ltd, even though Salomon
managed the business solely by himself, yet in law Salomon and the company is separate body as
the company has incorporated.
As a legal entity by itself, company can:
1. Enjoy perpetual existence and has its own legal personality.
2. Has its own legal personality.
3. Is separate from its members and officers and the change of its members and officers does not
affect its legal personality.
4. Sue and be sued in its own name.
5. Deal with property itself.
6. Liable for its debts, ... Show more content on Helpwriting.net ...
According to section 16(6) of the Companies Act 1965, upon incorporation, the persons whose
names appear in the company's register of members from time to time shall be the members of the
company and together they shall be a body corporate. Under section 16(5) of the Companies Act
1965, the body corporate enjoys separate legal entity with an existence that does not depend on the
identity of its members and members of the company shall be liable to contribute to the assets of the
company in the event of being wound up. However, the liability of the members will depend on
whether the company is a limited company or an unlimited

A Company Is A Separate Legal Entity
The concept of a company being a separate legal entity is the most striking illustration in separating
the company from its owners. A paramount principle of corporate law is that no shareholder or
member of a company is made liable for the obligations incurred by such incorporations A company
is different from its members in the eyes of law. In continuations to this the opposite also holds true
in the sense that neither can the company be held liable for the acts of its members. It is a
fundamental distinction that a company is distinct from its members. The words, "corporate entity is
not imaginary or fictitious but quite real, whereas corporate personality is a fiction whose origin is
to be found in the psychological tendency towards personification" gives an idea that the legal
doctrine of corporate personality was built around the idea of a sovereign grant of certain attributes
of personality to a definable group, which was engaged in an enterprise. When a company is
incorporated it is treated as a separate legal entity distinct from its promoters, directors, members,
and employees, which confers the benefit of not being responsible for the companies debt on the
members on the company. However even though a company is a separate legal entity and it attains
the advantage of not laying the responsibility of company's debt on the ... Show more content on
Helpwriting.net ...
Unlike partnership, a company is distinct from the members and is capable of enjoying rights and
duties in its own capacity, which is not the same as those of its members. As Lord Macnaughten in
Solomon v Solomon & Co Ltd case quotes "the company is at law a different person altogether from
the subscribers and the company in law is not the agent of the subscriber or trustee for them. Nor are
the subscribers as members liable, in any shape or form, except to the extent and in manner
provided by the

The Separate Legal Entity
Intro The principle of the separate legal entity was established in the case of Salomon v A Salomon
&Co Ltd. it is difficult to pierce the separate legal entity of the company as the House of Lords
approach Companies Act in Salomon. However, it was the job of the courts to deviate from the legal
fiction in the absence of any statutory regulations. Therefore, a good understanding of separate
corporate personality is essential to understanding what company law is about. One will first
examine the Salomon case to determine the important and rational of the concept of separate legal
entity which often referred to as the "veil of incorporation". Further, one will examine how a
company use as a method of fraud when limited liability linked with ... Show more content on
Helpwriting.net ...
This means the company members does not need to sell their personal assets to pay the debts of the
company when bankrupt. The company have no power to required fully paid shareholder to pay any
further sum of money into the company. In contrast, the company could call up shareholders who
have not pay the fully amount of their share to pay at any time. All shareholders have to be treated
equally when calls are made. However, S581 (a) had allow a company to set up in articles of
association of the company to make different calls on different shareholder at different time.
Limited liability was very controversial as it shifting the burden of business breakdown from
investors to creditors. It was perceived unfair to the creditors to bear the consequences of
liquidation. It is unjust to attribute limited liability to a small company, where there is no business
risk or need to encourage outside

What Is Separate Legal Entity?
The veil of incorporation state the company is a separate legal entity from its members such as
shareholders, directors and employees. (Lawyr.it, 2014) Separate legal entity defines a company can
employ its own members, limited liability and ability to hold property in its name. Normally, the
courts would not look behind the veil of incorporation because it is separate legal entity. The courts
agree to lift the veil of incorporation where 'justice of the case demands' or if the veil has been
misused. (Legalserviceindia, 2014) Once the courts lift the veil of incorporation, there are no more
separate legal entity, so who are using the veil of incorporation as a protection to escape from legal
responsibility after they go against the law and now they can be sued by innocent party. The courts
will lift the veil of incorporation when it is in a certain of circumstances. There were some
circumstances need to remove the veil of incorporation and it were supported by some case law.
Firstly, the main purpose of promoter set up a company is to avoid or dishonestly evade an existing
legal duty or to commit fraud. From the case law of Gilford Motor Co. Ltd. V Horne (1933)
(Economictruth, 2013)as a mirror to reflect the circumstances of dishonestly evading the promoter's
existing legal duty. Mr Horne was a car salesman for Gilford Motor Co.Ltd and he left the company.
He was personally bound by a contract which mentioned after he left the company, he wasn't
allowed trade with his

Salomon V Salomon And The Legal Entity
Salomon Doctrine According to Companies Act 2006, once incorporated a company have its own
legal personality. By all means, it is separated from its shareholders or directors. The separate legal
entity principle is well–known and causes many debates. Throughout the years the fundamental
doctrine established by the historical case Salomon v Salomon went through many subsequent
developments. Since the enactment of Limited Liability Act 1855, the case was the first that
explored the effects of the separate legal entity. At first instance and Court of Appeal the Salomon's
appeal was rejected, th erefore the company was an agent. The reasoning of trial judge, Vaughan
Williams J concluded that Salomon was an agent of a company that was formed ... Show more
content on Helpwriting.net ...
The key problem was that according to Otto Kahn–Freund the 'courts had failed to give ... protection
to the business creditors', which is the result of the principle. Limited liability is an instrument that
basically encourages the process of development of the economy. Lack of limiting the liability, the
risks of investing would be significantly higher and the obligations will expand. The separation of
the corporate entity, is a protection and overall, without its establishment the results will be lower
activity in the entire economy. However, on the creditors' point of view regarding the liability, there
is a restriction of the assets and they cannot exceed company's assets, which in case of wound up the
unsecured creditors' claims could not be fully met. Development of the separate legal entity
principle Since ninetieth century, the Salomon principle has been reviewed by series of cases and
through its development, the common law implemented different approaches regarding the
circumstances of upholding the doctrine. Although there are critiques and attempts of disregarding
the principle of corporate personality the courts affirmed the Salomon doctrine. Except the common
law there are also statutory exception and it should be also noted that in certain circumstances such
as disclosure of

Corporate Ethics : Corporate Veil And Limited Liability
LAW302 ESSAY
I. Introduction
In recent times, there has been an increased incidence among large scale business organizations to
structure their operations through the form of corporate groups, with many domestic and
international subsidiaries, wholly owned or otherwise, with the corporate veil ensuring that each of
these enjoy separate corporate legal personality and limited liability. The existence of these
'corporate groups', with subsidiary companies being heavily controlled by their parent companies,
have necessitated interpretations and applications of existing corporate legal principles to this novel
context, even in case of the basic tenets of corporate law. The circumstances associated with
corporate veil piercing, through detailed ... Show more content on Helpwriting.net ...
However, this classical model and related literature has an inherent assumption that the ultimate
owners of the company are actual persons and fails to consider and contemplate the possibility of
owners being other corporate structures or provide a brief consideration to this new business form .
While these principles are directed at reducing the risk of the actual persons engaging in the
business, the emergence of corporate groups, with the holding company as the owner, necessarily
means that the holding company, as a shareholder, enjoys this corporate separation and limited
liability to reduce its risk in engaging in the subsidiary's business. The application of the classical
corporate law model into a group enterprise context means that the parent and subsidiary are
separate legal personalities through the veil of corporation, with assets and liabilities of their own
which are unshared. Accordingly, only the assets and capital of the subsidiary can be used to fulfil
its obligations and the holding company, as shareholder, is liable only to the extent of the unpaid
amounts on their shares. Thus, the holding company enjoys limited liability as a shareholder and can
protect its assets from being used to meet the liabilities of the subsidiary, while being the ultimate
controller of the subsidiary in terms of directly influencing its actions, conduct and decision

Acme Fireworks Is A Sole Proprietorship
Acme Fireworks is a sole proprietorship that has recently attracted the attention of larger retailers
who desire to place large reoccurring orders. It is necessary to ascertain if Acme Fireworks can
fulfill these orders and what will be necessary to fulfill such great volumes. In this proposal, I will
Determine if the contracts with the businesses will be governed by common law or the Uniform
Commercial Code, Analyze whether the verbal agreement discussed between the owner and retailer
meets the five essential elements of an enforceable contract. I will also explain the potential
personal liability to Acme Fireworks if a spectator is injured by a stray firework from a fireworks
display, as well as the different employment types and ... Show more content on Helpwriting.net ...
It will also put the company out of harms way when it comes to tax implications and provide both
personal and business protection from other liabilities. The Uniform Commercial Code (UCC) is a
summary of traditional common law rules which govern commercial transactions. The uniform
commercial code can be considered a statutory program under the law of administering, legalizing,
and recording contracts (US Legal, 2016). It standardizes business laws in the US and seeks
uniformity amongst states. The law also seeks to diminish the need for legal formalities while
making business deals with the absence of lawyers and elaborate processes. There are conditions
which are stipulated in UCC contracts and if present in the contract between Acme and its partners,
the contract would be repudiated in accordance to the UCC. Common law emphasizes the making of
rules through court decisions (Rogers, 2012 1.1). Common law can vary by state and requires
consideration should any type of modification be done to the original contract. The contracts for this
business will be governed by common law because UCC governs moveable products. The
customers of Acme Fireworks will have to buy displays and set up for fireworks, so they are
immobile products so this contract will be govern by common law (Budd & Bhave, 2010). Various
factors have to be discussed if the business model of the Acme fireworks is to be changed. The
decision

What Are The Disadvantages Of Small Business
On chapter 17 "Small Business Organizations" we learnt about the different types of small business
organizations at the eye of the law, sole proprietorship, partnerships and franchises. We'll focus on
the first as it's the one related to the Case at law we'll review later.
A sole proprietorship is a business owned and operated by one person which is not registered as a
corporation or a limited liability company, there is no legal distinction between the individual and
the business owner which means the owner is entitled to all the profits from the business as well as
being responsible for all business debts, losses and liabilities. A sole proprietorship has several pros;
ease of startup, no charter is required, no registration with the secretary of state, no EIN is required;
Control, the sole proprietorship is in complete control of his business operations; transferability, a
sole proprietorship can freely transfer his business by selling his assets; taxes, a sole proprietorship
taxes are reported on a schedule C of the individual owner tax report, doesn't require separate
preparation or submission.
Also, a sole proprietorship has some cons; liability, the owner of the sole proprietorship has direct
personal responsibility for the business expenses, debts and general liability; financing, as the
individual owner credit and score is used to apply for financing it might be difficult to obtain
additional financing for the business; continuity, the sole proprietorship exists as long as the owner
wishes, upon death it ceases to exist. The case we'll review is "State of Alaska v. ABC Towing"
which took place on 1998.
ABC Towing was a sole proprietorship established in 1969 owned by Rodney Lewis with an
average annual revenue of $ 80,000. Rodney works with his wife Sheila Lewis in the manager
position and sometimes involved seasonal assistants. ABC Towing provides towing and mechanical
services.
The state of Alaska through its Environmental Crimes Unit has statewide responsibility and
jurisdiction for the investigation and prosecution of environmental crimes which typically involve
wasted disposals, oil spills, air and water pollution, mining, forestry and water use.
In 1998 an employee of ABC Towing poured

The Doctrine Of Separate Legal Personality
In this essay I will begin with the concept of a company having a separate corporate personality and
limited liability with their importance in company law. The doctrine of separate legal personality
which was made by the House of Lords in Salomon v Salomon and co ltd (1897) was the landmark
case. Furthermore I will describe the concept of the 'veil of incorporation'. I will give relevant cases
of when the veil of incorporation can be lifted by the courts and statuary provisions, for instance,
s.16 Companies Act 2006 and incorporate different viewpoints of the judges. Finally I will state
whether or not I agree with the given articulation. 1.1 The consequences of incorporation –
Corporate Personality The doctrine of Separate legal personality "has long been regarded as a
cornerstone of English law". The main substance of a company is that it has a corporate legal
personality different from the members who form it. As a consequence of the separate legal
personality granted a company under s 16(2) of the ... Show more content on Helpwriting.net ...
Salomon was a boot and shoe maker who has been working for over 30 years. He took all the shares
of the firm except six, which were held by his wife, daughter and four sons. Part of the payment for
the transfer of the business was made in the form of debentures issued by the company to Salomon.
Salomon transferred the debentures to Mr. Broderip for 5000 pounds, in exchange for a loan.
Liquidation was not long in coming. The sale of the company's assets did not realize enough to pay
the lenders. The liquidators claimed that the debentures have been deceitfully issued and were
invalid. He denied that the business was transferred lawfully from Mr.Salomon to the company. The
judge who heard the case initially conceded that the transfer has been legally done and could not be
upset. He suggested (Broderip v Salomon ) that Mr. Salomon has employed the company as an
agent and that he has to indemnify the agent. In the court of appeal Salomon's appeal was

What Would Be Your Recommendation For Mary And Why? What...
Question # 01
What would be your recommendation to Mary and why? What factors would influence your advice?
(Answer is in two sections one is "why not partnership? then it is "why to choose company?)
There are basically three basic structures of the businesses sole proprietor, partnership and company
when we want to expand the business then it would have been started from sole proprietorship and
when we want to move on there are different factors on which decisions are based which are;
Basic Factors
Availability of finance: If we take a look at the generic structure of the sole proprietorship and
partnership there is not much difference between both the types from the perspective of growth. As
it is clear that main factor in growth is the availability of finance and with the addition of only one
or two extra persons does not make much difference from finance perspective.
Control: second main factor will be the control over management decision–making because as we
move towards a bigger structure the control over the decision making decreases as it get divided
among the stakeholders.
Tax: taxation is also the one of the important factors as in PLC or proprietary limited Company the
tax implication is the same as the other sole and partnership. which are pass through entities which
means profit and losses are simply passed to the owners as it is while in corporations there is double
taxtion as corporation has to pay a separate tax on its earning.
Why not partnership? Now we

Factors Determining The Form Of Legal Business Entity
Factors Considered In Deciding the Form of Legal Business Entity
When starting a new business, it is very important to decide the form of legal entity which may be
appropriate based on a number of factors. The legal entity can be sole proprietorship, partnerships
(general and limited liability partnerships), limited liability companies, or corporations. One of the
most important factors to consider when deciding the appropriate form of legal business entity is
complexity. If one has limited capital and wishes to start a simple business unit, then sole
proprietorship is the most appropriate. The second factor is the need for protection from the risk of
liabilities. If the new business operates in a volatile industry where it is possible to experience huge
financial losses, then a limited liability company or partnership can be considered appropriate. The
ease of formation is another factor. It is easy to form a sole proprietorship as opposed to other forms
of businesses. The issue of taxation may also influence the form of business entity that a person or
group of people may choose. The aim is always to minimize tax as much as possible. According to
Chiappinelli (2006), another important factor that should always be considered is the ease with
which capital can be raised. It is easier to raise capital in limited liability companies or in
corporations than it is in sole proprietorship.
i. Taxation of various forms of business entity
In sole proprietorship, the business entity

Business Organizations : Business Organization
Business the AA Name: Jamal Kelly Institution: Redbridge College Business Organization A
business is an organization that undertakes the exchange of goods or services for monetary gain. An
economic system refers to the manner in which a nation or state is organized in the exchange of
goods and services, production and allocation of resources. The economy is made up of three
sectors; the private sector, public sector and voluntary sector. The private sector is made up of
private enterprises including the personal sector or the households and the corporate sector or
private companies. The private sector is not state controlled and is run by companies or individuals
for profit. Examples of UK–based private companies include Ineos, Greenergy, European metal
recycling, and Arcadia Group. The public sector is the part of the economy that is run by the
government. The sector is mainly concerned with the provision of government services and consists
of public companies and corporations. The UK public sector consists of the different ministries such
as the Education, Housing and Healthcare ministries. The voluntary sector or community sector is
made up of nonprofit organizations and charities whose activities are voluntary, social based, non–
governmental and nonprofit. Examples of the nonprofit organizations include the Museums
Association, Relief International UK and Social Issues Research Centre. Types of business
organizations Types of business organizations

Relationship Between Holding Companies and Subsidiaries...
Project–Corporate Law–I
Relationship Between holding Companies and subsidiaries and the concept of piercing the corporate
veil in the light of recent Vodafone 's decision and Finance Act 2012
Submitted to– Dr Kiran Kori Faculty–Corporate Law
Submitted by–Prarthna Baranwal Semester–V Section–A Roll No.–92
HIDAYATULLAH NATIONAL LAW UNIVERSITY, RAIPUR CHHATTISGARH
1
ACKNOWLEDGEMENTS I would like to express my heartfelt gratitude to our respected faculty
Kiran Kori Ma'am for giving me such a relevant and informative topic for the project and for her
continuous guidance and support. My sincere thanks to my parents for their immense help and
cooperation. Last but not the least my humble thanks to Almighty who continues to ... Show more
The concurring judgment of 2:1 was pronounced by the SC on 20th January, 2012. The decision has
been widely discussed because of interesting point of law and huge revenue involved of Rs. 11,000 (
plus ) Crores for the Government of India. The loss of revenue is not limited only to Government 's
losing the Vodafone 's case, the stand of the Govt. has weakened in other similar cases. The legal
issue related to the interpretation of provisions of section 9 of the Income–tax Act, 1961 (Act), read
with section 5 of the Act. In the first round of litigation, the matter primarily related to the issue
whether any income accrued or arose to Vodafone in India on entering into agreements between two
companies for acquiring controlling interest, which one foreign company held in an Indian
company, by another foreign company and, hence, Vodafone was obliged to deduct tax at source on
such acquisition. The basic question involved was whether Indian tax authorities had a right to
impose tax in respect of a transaction where both the transacting companies were based outside
India, but the subjectmatter of transfer was in India. Hence, the notice issued was challenged.2
DECISION AGAINST THE IT DEPARTMENT The Supreme Court has decided the case against
the IT Department holding that no tax is leviable in the situation when the transaction of 'outright '
sale happened between two nonresidents of a capital asset outside India, though the capital asset
(share) was

Essay on The Principle of Separate Corporate 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[1], whereby a corporation has a separate
legal personality, rights and obligations totally distinct from those of its shareholders. Legislation
and courts nevertheless sometimes "pierce the corporate veil" so as to hold the shareholders
personally liable for the liabilities of the corporation. Courts may also "lift the corporate veil", in the
conflict of laws in order to determine who actually controls the corporation, and thus to ascertain the
corporation's true contacts, and closest and most real ... Show more content on Helpwriting.net ...
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 'pierced' or 'lifted', i.e. 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. He took all the shares of the company except six, which were
held by his wife, daughter and four sons. Part of the payment for the transfer of the business was
made in the form of debentures (a secured loan) issued by the company to Salomon. Salomon
transferred the debentures to Broderip in exchange for a loan. Salomon defaulted on payment of
interest on the loan and Broderip sought to enforce the security against the company. Unsecured
creditors tried to put

The Modern Company Law: The Case Of Salomon Case
Once a company is registered and the certificate of incorporation is issued a company is treated as a
separate legal entity otherwise referred to as the 'corporate veil' which identifies the shareholders of
a company and the actual company as two separate legal entities. The famous Salomon case which I
will refer to in more detail was an important case in establishing the fact that a company is a
separate legal entity and different from its members. This case determined the course of modern
company law and the nature of private limited companies. Under certain circumstances the courts
may have to lift the corporate veil and ignore the separate entity principle and I will also be looking
at some of those types of cases and how they have been dealt with. Aron Salomon owned a leather
boot manufacturing business and for many years he ran his business as a sole trader. In 1892
Salomon decided to convert his business into a Limited Company. He set up the company 'Salomon
& Co. Limited' ... Show more content on Helpwriting.net ...
They suggested that Salomon setting up a company was just a cover so that he could continue to run
his business by himself but be covered by limited liability and that Salomon was liable for the debts
to the unsecured creditors. However when the case was brought before the House of Lords they
reversed this decision and they favoured Salomon. They held that the company was formed
correctly since the Company Act required seven members with a minimum of one share each. They
noted that it was irrelevant that Salomon had the majority amount of these shares because the Statue
did not mention a required amount of shares for each shareholder. It also doesn't mention anything
about these shareholders being independent of the majority shareholder or having any interest in the

The Importance Of A Complete Law System
As the rapid development of the business, Today, the company law is increasingly becoming
important to protect companies' right and regular their behaviors in the business activities. The
company is particularly set up for the purpose of concerning companies and other business
organizations regarding sole proprietorship, limited liability companies, unlimited liability
companies, etc. According to Black's Law Dictionary,'a company is an association of persons
interested in a common objective for industrial undertaking or other legitimate business'. Moreover,
modern companies are the most profitable organizations than other forms of organization, which it
highlights the importance of a complete law system. Basically, modern companies are ... Show more
Over the twentieth century, with the rapid development of companies in which have became the
dominant force in UK' economy. Thus, Act of 1948 was insufficient to address the raised problems
about accountancy. In 1948 enacted another featuring Act, companies are forced to prepare the
balance sheet and profit and loss account. The company Act 1977 is the 1948 extended legislation
that gave shareholders more power to involve in the company;s affairs, especially, the director could
be removed by the shareholders with a simple majority vote. In the case of Salmon v Salmon & Co
Ltd [1896], Mr, Aron Salmon is a leather businessman who was the director of a limited company
with seven shareholders, and who had the majority of shares in the company. In 1892, The limited
company purchased salmon's business by issuing him with 20,000 shares at 1 pound each, of which
10,000 pounds were debentures secured by a floating charge on the company's asset, which meant
Salmon would have priority on getting paid off before unsecured creditors in the failure of the
company. However, the company fell soon that the assets were not enough to pay off the unsecured
creditors after paid off the debentures of Salmon and a liquidator was appointed. So, the unsecured
creditors sued Salmon and the company that they were one. In the House of Lords, they stated that
Salmon did not have to pay

The Corporate Veil Is Defined As A Legal Concept That...
The corporate veil is defined as a legal concept that separates the personality of a corporation from
the personalities of its shareholders, and protects them from being personally liable for the company
's debts and other obligations. The corporate veil is pierced through legal decision which treats the
rights or duties of a corporation as the rights or liabilities of its shareholders. There are several
circumstances in which the courts will consider piercing the corporate veil: 1) fraudulent
representation by corporation directors; 2) undercapitalization; 3) failure to observe corporate
formalities; 4) absence of corporate records, 5) payment by the corporation of individual
obligations; or 6) use of the corporation to promote fraud, ... Show more content on Helpwriting.net
...
Other shareholders in a company likewise have limited liability, therefore no risk of personal loss so
in the event of company failure, company law limits their personal liabilities so even though this
benefits the shareholders the ordinary people see the result is an economy is run by shareholders of
companies whose management have negligible direct personal accountability or loss if those
companies should fail. Consequently, the ethics of that economy become questionable if the
protagonists do not face the risk of unrestricted personal loss. The Salomon decision allowed, with
full agreement to the companies act, sole traders and shareholders to have limited liability. The
establishment of one–man companies under the Companies Act was solidified by this case. It now
became of no relevance if shareholders are independent of one another, interdependent, dummy
shareholders or nominees for the controlling shareholders; that is to say, the company was not an
agent for its shareholders.
Piercing the corporate veil has the goal of bringing the behavior of corporate organizations into
order, with schemes including social security or unemployment

The Legal Relationship Between Company And Its Members Essay
Corporation origin from the Latin word Corpus which means body. It is formed by a group of
people and has separate rights and liability from those individual. In any means, corporation exists
independently from its owner and this principle is called the doctrine of separate personality.
Doctrine of separate personality is the basic and fundamental principle in a Company Law. This
principle outline the legal relationship between company and its members. Company's assets belong
to the company not the shareholders as assets are the equity for creditors. Company must use up all
its assets to pay off the creditors if it became insolvent. The same applies to the corporation's debts.
For limited liabilities company, the shareholder liability is limited which means that the shareholder
is restricted to the number of shares they paid and not personally liable for the corporation's debts. If
the company does not have enough equity to pay off debts, the creditors cannot come after the
shareholders. However, limited liability company can be very powerful when in hands who do fraud
and on defeating creditors' claims. Courts then can ignore the doctrine for exception cases and
lifting the corporate veil. Lifting the corporate veil is a situation where courts put aside limited
liability and hold a corporation's shareholders or directors personally liable for the corporation's
debts.
The leading case for this doctrine is between Salomon v A Salomon & Co in 1897. Salomon was a
sole

The Judicial Observation On The Australian Competition And...
Executive summary
This essay will mainly analyze and discuss some relevant legal principles and terms related to the
judicial observation on legal position that the judge made in the Australian Competition and
Consumer Commission v Yazaki Corporation case. Therefore, it is necessary to cover the following
key issues: 1. Definition and explanations of separate legal entity doctrine and corporate groups. 2.
When will a subsidiary company be recognized as an agent of its parent. 3. Under what
circumstances can corporate veil be ignored or lifted. Introduction
As mentioned in the prescribed text, the judge observes that there are cases where a parent company
manages its subsidiary and also where a subsidiary company plays an agent role of its parent due to
the parent's substantial control exercised. Queries may then occur as in what is the exact relationship
between a parent company and its subsidiary, as well as what are the criteria that could determine
that relationship. Before clearly explaining these questions, a brief introduction of the 'separate legal
entity' principal will be given, after which the importance of corporate group–where parent and
subsidiary companies lie in will be illustrated, followed by a thorough discussion of corporate veil.
In the end, this essay will cover when to lift the corporate veil under both Common law and
Corporation Acts 2001, mainly regarding some determining factors such as sham and fraud, as well
as the contents in

The Doctrine Of Separate Personality And Lifting The Veil...
The Doctrine of Separate Personality has been an important aspect in the Company Law for a long
time. It had been discussed heavily in the Salomon v Salomon & CO (1987) which was the leading
case for this matter (Dine and Koutsias, 2009, p.17). In fact, it may be the most well–known case in
the company law. Company law is simply any laws that related to organizations and businesses in
the UK. However, the one that established the doctrine of separate personality is not from Salomon
case, it simply permitted its application to one–man and private companies (Kelly, Hammer and
Hendy, p.356). Under the separate personality is said to be a 'veil' that separated between the owners
and the business. This veil can actually be pierced whether under a companies legislation or
common law. Thus, in this essay there will be discussions about the matter of separate personality
and lifting the veil of incorporation with reference of the leading case Salomon v Salomon & CO
and other cases that are related.
From the beginning of the judicial history, the lawyers and judges have emphasized about how a
corporation is an intangible legal entity alone without body or soul (Arthur and Machen, 1911). The
doctrine of separate legal personality basically is about how a corporation and the owners were two
different entity (Kelly, Hammer and Hendy, 2014). The Limited Liability Act which replaced by the
Joint Stock Companies Act 1856, is where the members are only liable up to the amount that

Company as a Separate Legal Entity
COMPANY AS A SEPARATE LEGAL ENTITY Definition: A legal entity, typically a business, that
is defined as detached from another business or individual with respect to accountability. A separate
legal entity may be set up in the case of a corporation or a limited liability company, to separate the
actions of the entity from those of the individual or other company. Meaning: If a business is a
separate legal entity, it means it has some of the same rights in law as a person. It is, for example,
able to enter contracts. In New Zealand, a company is a separate legal entity from its owners
(shareholders) and can, for example, be sued, and enter into contracts in the name of the company,
not the shareholders. Sole traders and partnerships ... Show more content on Helpwriting.net ...
The government wanted to diversify its supply base to avoid the risk of its few suppliers being
crippled by strikes. His warehouse, as a consequence, was full of unsold stock. He and his wife lent
the company money, and he cancelled his debentures, but the company needed more money, so they
sought £5,000 from a Mr. Edmund Broderip. Mr. Salomon assigned Broderip his debenture, the loan
with ten per cent interest and secured by a floating charge. But Salomon 's business still failed, and
he could not keep up with the interest payments. In October 1893, Broderip sued to enforce his
security. The company was put into liquidation. Broderip was repaid his £5,000, and the debenture
was reassigned to Salomon, who retained the floating charge over the company JUDGMENT High
Court: When the company went into liquidation, the liquidator argued that the debentures used by
Mr. Salomon as security for the debt were invalid, on the grounds of fraud. The judge, Vaughan
Williams J. accepted this argument, ruling that since Mr. Salomon had created the company solely to
transfer his business to it, the company was in reality his agent and he as principal was liable for
debts to unsecured creditors. Court Of Appeal: The Court of Appeal also ruled against Mr. Salomon,
though on the grounds that Mr. Salomon had abused the privileges of incorporation and limited

The Australian Pilots Association ( Apa )

Recommended

Recommended

More Related Content

Similar to The Australian Pilots Association ( Apa )

Similar to The Australian Pilots Association ( Apa ) (13)

More from Angel Ashford

More from Angel Ashford (20)

Recently uploaded

Recently uploaded (20)

The Australian Pilots Association ( Apa )