The document discusses Articles of Association (AoA) and Memorandum of Association (MoA) for companies in Nepal. It states that the AoA contains internal regulations and bye-laws that are subordinate to the MoA. The AoA can be altered by special resolution while the MoA requires approval from the Company Law Board. It also lists some common contents of an AoA like procedures for meetings, share transfers, and director qualifications. The document then discusses prospectuses, which must be approved and registered before a public company issues shares, and the liability of directors for inaccurate information in the prospectus.
Lunch with Mulcahy: What are the Legal Ramifications of Board Inaction?Beth Mulcahy
What happens when the association fails to file for nonprofit corporation status; does not follow the Arizona open meeting law, does not hold board meetings or annual meetings, does not have an annual audit conducted, procure adequate insurance for the association or follow state laws. These issues and more plus the Top 10 Things you need to Know about Community Association Law.
Lunch with Mulcahy: What are the Legal Ramifications of Board Inaction?Beth Mulcahy
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Currently, Arizona law does not require a developer or an association to create
and fund reserves for a community association. However, adequate reserve funding is in the best financial interest of the association. Reserve funding allows an
association to provide for the repair, maintenance and replacement of the association’s assets as the community ages.
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Mulcahy Law Firm, P.C. Commnity Association Committee Basics Cheat SheetBeth Mulcahy
In a community association, committees are a necessary aspect of the association,
they are often used to help accomplish the many tasks required of the board of directors.
Committees are a way to formally bring people, who may have expertise on a subject,
together to share information, coordinate actions and possibly do research which is then
taken to the board for consideration and action. Committees can widen viewpoints, help
the board make decisions appropriate for the association and share some of the responsibilities
required of the board of directors.
CLSP - Unit 7 - Winding Up of CompaniesAjay Nazarene
It is a presentation on basic introduction to the subject of CLSP - Winding Up of Companies. This is published only for education and information purpose.
Currently, Arizona law does not require a developer or an association to create
and fund reserves for a community association. However, adequate reserve funding is in the best financial interest of the association. Reserve funding allows an
association to provide for the repair, maintenance and replacement of the association’s assets as the community ages.
Getting the Vote: What it Takes to Change Your CC&R'sBeth Mulcahy
Mulcahy Law Firm, P.C. puts together an easy, 5 step plan for amending your Community Association documents. Reserve Funds are also discussed, including how to make, keep, and grow your community association's investments.
Mulcahy Law Firm, P.C. Commnity Association Committee Basics Cheat SheetBeth Mulcahy
In a community association, committees are a necessary aspect of the association,
they are often used to help accomplish the many tasks required of the board of directors.
Committees are a way to formally bring people, who may have expertise on a subject,
together to share information, coordinate actions and possibly do research which is then
taken to the board for consideration and action. Committees can widen viewpoints, help
the board make decisions appropriate for the association and share some of the responsibilities
required of the board of directors.
CLSP - Unit 7 - Winding Up of CompaniesAjay Nazarene
It is a presentation on basic introduction to the subject of CLSP - Winding Up of Companies. This is published only for education and information purpose.
CLSP - Unit 4 - Share Capital & MembershipAjay Nazarene
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This is published only for education and information purpose.
It is a presentation on basic introduction to the subject of CLSP - Documents of a Company.
This is published only for education and information purpose.
Brief presentation on the various stages involved in business registration in Ghana. It talks about the various business structures in Ghana as well as their definitions.
Responsibilities of the office bearers while registering multi-state cooperat...Finlaw Consultancy Pvt Ltd
Introduction-
The process of register multi-state cooperative society in India is governed by the Multi-State Co-operative Societies Act, 2002. This process requires the office bearers to undertake several crucial responsibilities to ensure compliance with legal and regulatory frameworks. The key office bearers typically include the President, Secretary, and Treasurer, along with other elected members of the managing committee. Their responsibilities encompass administrative, legal, and financial duties essential for the successful registration and operation of the society.
WINDING UP of COMPANY, Modes of DissolutionKHURRAMWALI
Winding up, also known as liquidation, refers to the legal and financial process of dissolving a company. It involves ceasing operations, selling assets, settling debts, and ultimately removing the company from the official business registry.
Here's a breakdown of the key aspects of winding up:
Reasons for Winding Up:
Insolvency: This is the most common reason, where the company cannot pay its debts. Creditors may initiate a compulsory winding up to recover their dues.
Voluntary Closure: The owners may decide to close the company due to reasons like reaching business goals, facing losses, or merging with another company.
Deadlock: If shareholders or directors cannot agree on how to run the company, a court may order a winding up.
Types of Winding Up:
Voluntary Winding Up: This is initiated by the company's shareholders through a resolution passed by a majority vote. There are two main types:
Members' Voluntary Winding Up: The company is solvent (has enough assets to pay off its debts) and shareholders will receive any remaining assets after debts are settled.
Creditors' Voluntary Winding Up: The company is insolvent and creditors will be prioritized in receiving payment from the sale of assets.
Compulsory Winding Up: This is initiated by a court order, typically at the request of creditors, government agencies, or even by the company itself if it's insolvent.
Process of Winding Up:
Appointment of Liquidator: A qualified professional is appointed to oversee the winding-up process. They are responsible for selling assets, paying off debts, and distributing any remaining funds.
Cease Trading: The company stops its regular business operations.
Notification of Creditors: Creditors are informed about the winding up and invited to submit their claims.
Sale of Assets: The company's assets are sold to generate cash to pay off creditors.
Payment of Debts: Creditors are paid according to a set order of priority, with secured creditors receiving payment before unsecured creditors.
Distribution to Shareholders: If there are any remaining funds after all debts are settled, they are distributed to shareholders according to their ownership stake.
Dissolution: Once all claims are settled and distributions made, the company is officially dissolved and removed from the business register.
Impact of Winding Up:
Employees: Employees will likely lose their jobs during the winding-up process.
Creditors: Creditors may not recover their debts in full, especially if the company is insolvent.
Shareholders: Shareholders may not receive any payout if the company's debts exceed its assets.
Winding up is a complex legal and financial process that can have significant consequences for all parties involved. It's important to seek professional legal and financial advice when considering winding up a company.
ASHWINI KUMAR UPADHYAY v/s Union of India.pptxshweeta209
transfer of the P.I.L filed by lawyer Ashwini Kumar Upadhyay in Delhi High Court to Supreme Court.
on the issue of UNIFORM MARRIAGE AGE of men and women.
Military Commissions details LtCol Thomas Jasper as Detailed Defense CounselThomas (Tom) Jasper
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In 2020, the Ministry of Home Affairs established a committee led by Prof. (Dr.) Ranbir Singh, former Vice Chancellor of National Law University (NLU), Delhi. This committee was tasked with reviewing the three codes of criminal law. The primary objective of the committee was to propose comprehensive reforms to the country’s criminal laws in a manner that is both principled and effective.
The committee’s focus was on ensuring the safety and security of individuals, communities, and the nation as a whole. Throughout its deliberations, the committee aimed to uphold constitutional values such as justice, dignity, and the intrinsic value of each individual. Their goal was to recommend amendments to the criminal laws that align with these values and priorities.
Subsequently, in February, the committee successfully submitted its recommendations regarding amendments to the criminal law. These recommendations are intended to serve as a foundation for enhancing the current legal framework, promoting safety and security, and upholding the constitutional principles of justice, dignity, and the inherent worth of every individual.
Car Accident Injury Do I Have a Case....Knowyourright
Every year, thousands of Minnesotans are injured in car accidents. These injuries can be severe – even life-changing. Under Minnesota law, you can pursue compensation through a personal injury lawsuit.
DNA Testing in Civil and Criminal Matters.pptxpatrons legal
Get insights into DNA testing and its application in civil and criminal matters. Find out how it contributes to fair and accurate legal proceedings. For more information: https://www.patronslegal.com/criminal-litigation.html
RIGHTS OF VICTIM EDITED PRESENTATION(SAIF JAVED).pptxOmGod1
Victims of crime have a range of rights designed to ensure their protection, support, and participation in the justice system. These rights include the right to be treated with dignity and respect, the right to be informed about the progress of their case, and the right to be heard during legal proceedings. Victims are entitled to protection from intimidation and harm, access to support services such as counseling and medical care, and the right to restitution from the offender. Additionally, many jurisdictions provide victims with the right to participate in parole hearings and the right to privacy to protect their personal information from public disclosure. These rights aim to acknowledge the impact of crime on victims and to provide them with the necessary resources and involvement in the judicial process.
NATURE, ORIGIN AND DEVELOPMENT OF INTERNATIONAL LAW.pptxanvithaav
These slides helps the student of international law to understand what is the nature of international law? and how international law was originated and developed?.
The slides was well structured along with the highlighted points for better understanding .
1. Articles of Association
• Section 20 (1), (2), (3) & (4) of Company Act
2063 B.S.B.S. has a provision for AoA
• Regulations or bye-laws for internal
management and conduct of the affairs of the
company
• Subordinate to the MoA
• Can be altered by special resolution in the
general meeting
• Bonafide interest for alteration
2. Articles of Association
MoA
• What is to be done
• Principal document
• Alteration with the
approval of
Company Law
Board
• Ultra vires which
cannot be ratified
by shareholders
AoA
• How it is to be done
• Subordinate to MoA
• Can be altered by
special resolution in
the general meeting
• Ultra vires but can be
ratified by
shareholders
3. Effects of MoA and AoA
• Members bound to a company
• Company bound to members
– Obligations towards the members
• Member bound to member
• Member to member
4. Contents of AoA
• Procedure for calling general meeting
• Procedure for conducting general meeting
• Number of directors and their tenure
• Qualification shares
• Board of directors and power and duties of
managing director
5. Contents of AoA
• Notices of the board meeting, quorum and procedure
of meeting
• Share transfer
• Reduction and increment of share capital
• Appointment of company secretary
• Auditing of company's account
• Remuneration, allowances and amenities of directors
• Merger of a company
• Any other matters
6. Prospectus
• A public company limited by shares seeking to
float the shares to the public has to issue a
prospectus.
• In Company Act 2063 B.S., there is no
definition of prospectus.
7. Prospectus
• ‘A prospectus means any document described
or issued as prospectus and includes any
notice, circular, advertisement or the document
inviting deposits from the public or inviting
offers from the public for the subscription of
purchases of any shares in or debentures of a
body corporate’.
• Invitation for the subscription of shares
8. Prospectus
• Signed by the directors
• a written application to the Securities
Exchange Board (SEB) for the approval
• After approval from the SEB for the
publication, it has to be registered in the Office
of Company Registrar.
• Then publish in the newspaper
9. Liability
• Directors who have signed the prospectus shall
be personally liable and answerable for all the
written contents in the prospectus.
• Liable to pay compensation to every
subscriber for any loss or damage caused to
him by reason of any untrue statement
included in the prospectus on the faith of
which he had applied for the shares or
debentures.
10. Liability
• Those who resign before
• Those who expose the misleading and untrue
facts
• Those who are not aware