Commercial law, also known as business law or corporate law, is the body of law that applies to the rights, relations, and conduct of persons and businesses engaged in commerce, merchandising, trade, and sales.[1] It is often considered to be a branch of civil law and deals with issues of both private law and public law.
Commercial law includes within its compass such titles as principal and agent; carriage by land and sea; merchant shipping; guarantee; marine, fire, life, and accident insurance; bills of exchange, negotiable instruments, contracts and partnership.[2] It can also be understood to regulate corporate contracts, hiring practices, and the manufacture and sales of consumer goods. Many countries have adopted civil codes that contain comprehensive statements of their commercial law.In the United States, commercial law is the province of both the United States Congress, under its power to regulate interstate commerce, and the states, under their police power. Efforts have been made to create a unified body of commercial law in the United States; the most successful of these attempts has resulted in the general adoption of the Uniform Commercial Code, which has been adopted in all 50 states (with some modification by state legislatures), the District of Columbia, and the U.S. territories.
Companies must hold an annual general meeting every year, with no more than 15 months between meetings. Extraordinary general meetings can be called to discuss urgent matters. Board meetings can be called by the secretary, director, or on the chairman's direction. Meetings must be chaired and have quorum to be valid. Notice must be sent in advance of meetings, and include time, place, agenda, and signature. Resolutions are passed by ordinary majority or 75% majority for special resolutions. Minutes record the discussions and decisions.
2015 onwards, Annual Returns of ROC have become complicated, cumbersome and detailed. Annual Return itself requires lot many information. Board's Report is required to be supported by number of annexures. An attempt has been made to go through the technicalities.
1. There are three types of company meetings: members' meetings, directors' meetings, and creditors' meetings.
2. Members' meetings include statutory meetings that must be held within 6 months of starting business, annual general meetings that are held every year, and extraordinary general meetings for urgent matters.
3. Annual general meetings must approve annual accounts, declare dividends, elect auditors and directors, and be held within 4 months of the fiscal year end. Extraordinary general meetings can be called by directors or members representing 10% of voting shares.
This document discusses legal ethics and the professional ethics required of advocates. It notes that ethics deals with studying right and wrong in human behavior. An advocate is an officer of the court and a friend to justice, who must accept any client and do what they can honorably on their behalf. This includes collecting relevant legal materials and arguing in court to help the judge deliver fair judgements. The legal profession's central role is the administration of justice. An advocate must also provide free legal aid to the poor, protect fundamental rights, and maintain the highest standards of justice, honor, and fair dealing with clients, opponents, and witnesses. Professional ethics for advocates are established by rules from the Bar Council of India.
The document discusses the history and development of company law in England and India. It traces the key acts passed in England from 1844 onwards that established the concept of limited liability companies and defined their basic structure and governance. The Limited Liability Act of 1855 allowed for limited liability, while the 1856 act introduced memorandums and articles of association. Subsequent acts strengthened requirements around accountability, auditing and directors' liability. Indian company law was modeled on these English acts, with the first Indian act passed in 1850.
Law 206 Ch. 8 - The Uniform Commercial Coderharrisonaz
The Uniform Commercial Code (UCC) provides a basic framework for commercial transactions. It aims to promote commerce by establishing guidelines for parties involved. The UCC covers important areas like contracts, sales, leases, and secured transactions. It allows parties to vary certain provisions by agreement and must be interpreted liberally. Obligations include acting in good faith, within a reasonable time period, and according to commercial practices. The UCC governs contracts for goods and sales, and provides remedies for issues like non-payment or defective goods. It also addresses secured transactions through security interests in property.
The document provides information about guarantee limited companies including:
1. Guarantee limited companies have members who guarantee a set amount if the company is wound up, rather than shareholders.
2. They must have a memorandum of association outlining their objectives and powers, and articles of association establishing rules for governance.
3. Membership in guarantee limited companies provides voting rights at annual general meetings and receipt of annual accounts. Becoming a member requires approval by the company's directors.
Commercial law, also known as business law or corporate law, is the body of law that applies to the rights, relations, and conduct of persons and businesses engaged in commerce, merchandising, trade, and sales.[1] It is often considered to be a branch of civil law and deals with issues of both private law and public law.
Commercial law includes within its compass such titles as principal and agent; carriage by land and sea; merchant shipping; guarantee; marine, fire, life, and accident insurance; bills of exchange, negotiable instruments, contracts and partnership.[2] It can also be understood to regulate corporate contracts, hiring practices, and the manufacture and sales of consumer goods. Many countries have adopted civil codes that contain comprehensive statements of their commercial law.In the United States, commercial law is the province of both the United States Congress, under its power to regulate interstate commerce, and the states, under their police power. Efforts have been made to create a unified body of commercial law in the United States; the most successful of these attempts has resulted in the general adoption of the Uniform Commercial Code, which has been adopted in all 50 states (with some modification by state legislatures), the District of Columbia, and the U.S. territories.
Companies must hold an annual general meeting every year, with no more than 15 months between meetings. Extraordinary general meetings can be called to discuss urgent matters. Board meetings can be called by the secretary, director, or on the chairman's direction. Meetings must be chaired and have quorum to be valid. Notice must be sent in advance of meetings, and include time, place, agenda, and signature. Resolutions are passed by ordinary majority or 75% majority for special resolutions. Minutes record the discussions and decisions.
2015 onwards, Annual Returns of ROC have become complicated, cumbersome and detailed. Annual Return itself requires lot many information. Board's Report is required to be supported by number of annexures. An attempt has been made to go through the technicalities.
1. There are three types of company meetings: members' meetings, directors' meetings, and creditors' meetings.
2. Members' meetings include statutory meetings that must be held within 6 months of starting business, annual general meetings that are held every year, and extraordinary general meetings for urgent matters.
3. Annual general meetings must approve annual accounts, declare dividends, elect auditors and directors, and be held within 4 months of the fiscal year end. Extraordinary general meetings can be called by directors or members representing 10% of voting shares.
This document discusses legal ethics and the professional ethics required of advocates. It notes that ethics deals with studying right and wrong in human behavior. An advocate is an officer of the court and a friend to justice, who must accept any client and do what they can honorably on their behalf. This includes collecting relevant legal materials and arguing in court to help the judge deliver fair judgements. The legal profession's central role is the administration of justice. An advocate must also provide free legal aid to the poor, protect fundamental rights, and maintain the highest standards of justice, honor, and fair dealing with clients, opponents, and witnesses. Professional ethics for advocates are established by rules from the Bar Council of India.
The document discusses the history and development of company law in England and India. It traces the key acts passed in England from 1844 onwards that established the concept of limited liability companies and defined their basic structure and governance. The Limited Liability Act of 1855 allowed for limited liability, while the 1856 act introduced memorandums and articles of association. Subsequent acts strengthened requirements around accountability, auditing and directors' liability. Indian company law was modeled on these English acts, with the first Indian act passed in 1850.
Law 206 Ch. 8 - The Uniform Commercial Coderharrisonaz
The Uniform Commercial Code (UCC) provides a basic framework for commercial transactions. It aims to promote commerce by establishing guidelines for parties involved. The UCC covers important areas like contracts, sales, leases, and secured transactions. It allows parties to vary certain provisions by agreement and must be interpreted liberally. Obligations include acting in good faith, within a reasonable time period, and according to commercial practices. The UCC governs contracts for goods and sales, and provides remedies for issues like non-payment or defective goods. It also addresses secured transactions through security interests in property.
The document provides information about guarantee limited companies including:
1. Guarantee limited companies have members who guarantee a set amount if the company is wound up, rather than shareholders.
2. They must have a memorandum of association outlining their objectives and powers, and articles of association establishing rules for governance.
3. Membership in guarantee limited companies provides voting rights at annual general meetings and receipt of annual accounts. Becoming a member requires approval by the company's directors.
Corporations raise capital by issuing stock. Equity financing through stock issuance is less risky than debt financing through bonds. When profits are not paid out as dividends, the cash can be reinvested in expanding operations. A corporation is a legal entity separate from its shareholders, with unlimited life, transferable shares, and limited liability for shareholders. Key components include incorporators, shareholders, directors, and officers.
The stages of an external audit are:
1. Audit acceptance which involves agreeing terms of reference, addressing legal and ethical considerations, and preparing an engagement letter.
2. Audit planning and control which involves developing an overall strategy, establishing objectives and scope, and planning to reduce audit risk.
3. Performing the audit which involves obtaining evidence through tests of controls and substantive procedures, evaluating misstatements, and forming an opinion.
This document contains mock bar examination questions in civil law. It includes 30 multiple choice questions testing various concepts in civil law, including wills and succession, contracts, property, and obligations. The questions cover topics such as validity of wills, disinheritance of heirs, rights of co-owners, modes of acquiring ownership, and remedies for private nuisances.
Ppt on incorporation of company as per new company act, 2013 (updated)Sandeep Kumar
The document outlines the key steps and requirements for incorporating a company under the Companies Act of 2013 in India. It discusses reserving a company name, drafting the memorandum and articles of association which define the company's constitution and internal management, applying for incorporation and the documents required, and receiving a certificate of incorporation. It also summarizes some of the main contents of a memorandum and articles of association such as membership, rights of members, and limitations.
The document discusses the requirements for annual returns under the Companies Act 2013. It notes that annual returns are consolidated reports submitted by companies to the Registrar of Companies each year after the AGM. They must include information such as the registered office, business activities, shareholding patterns, indebtedness, directors and other details. Companies meeting certain criteria must get the annual return certified by a practicing company secretary. It also compares the annual return provisions of the Companies Act 2013 to the previous Companies Act 1956.
MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATIONitachii2
The document provides definitions and explanations of a Memorandum of Association and Articles of Association. It explains that the MOA and AOA are the two key legal documents that define a company's limitations and governance. The MOA establishes the company's objectives and acts as its charter, while the AOA outlines rules for company operations, leadership, financial procedures, and shareholder rights and meetings. The document reviews the typical contents and requirements of a valid MOA under Indian law.
Limited liability partnership gowtam bhatSVS College
seminar paper presented by Gowtam Bhat, a student of II year B.Com of SVS College, Bantwal, Karnataka under the auspices of Commerce Association-focus is on LLP in India
This document discusses the winding up process for companies in Pakistan. It outlines three types of winding up: by court, voluntary winding up, and subject to supervision of court. Winding up by court can occur if statutory meetings or annual general meetings are not held, practical work is not started on time, or minimum director requirements are not met. Voluntary winding up involves either members or creditors passing a special resolution for winding up. Liquidators are then appointed to sell assets and call a final meeting. Winding up subject to court supervision occurs when shareholders bring a case to court due to doubts about directors.
Alternative dipsute resolution system is informal method of resolving conflicts. there are different modes of ADR viz., negotiations, mediation , conciliation and arbitration etc.
This document discusses the concept of federalism in U.S. Constitutional law across 22 pages. It begins by defining federalism as the division of power between national and state governments. It then outlines the goals of federalism, including showing how power is divided and how disputes are resolved. The document explores the sources of power for both the federal and state governments, including express powers, implied powers, and reserved powers. It also examines concurrent powers and how conflicts are resolved through the Supremacy Clause. The remainder of the document analyzes different types of preemption, including examples of cases where state laws have been found to be preempted by federal statutes.
This document discusses the key aspects of corporations and cooperatives. It outlines that a corporation requires forming legal documents like articles of incorporation and electing directors. It has unlimited life and limited liability for stockholders. A cooperative is a member-owned business with at least 5 members who have equal voting rights. Cooperative formation only requires 10 people to register, they have limited liability, perpetual existence, and tax advantages. However, cooperatives can lack business acumen, interest from members, and suffer from corruption due to the lack of profit motive.
This document discusses different types of company meetings under corporate and commercial law. It defines meetings and describes company meetings as gatherings of members to discuss business affairs. There are three main types of company meetings: directors' meetings, annual general meetings (AGM), and extraordinary general meetings (EGM). Directors' meetings are for tasks like allocating shares and declaring dividends. AGMs must be held yearly to discuss routine business, while EGMs can be called as needed to address special matters. The document outlines procedural requirements for statutory meetings, AGMs, and EGMs like notice periods, agenda items, and penalties for non-compliance.
The document discusses the key qualities of good legal writing: accuracy, clarity, and conciseness. Accuracy involves ensuring facts and legal statements are correct without mistakes. Clarity means using plain English without vague language or grammatical errors. Conciseness means eliminating unnecessary words so the writing is direct and readable for busy readers. Legal writers should aim for these qualities of accuracy, clarity, and brevity in their work.
The document discusses the formation of companies in India including the definition of a company, stages of company formation, and key company documents. It notes that a company is formed when a group of people come together to exploit business opportunities by combining resources. The main stages of formation are promotion, name selection, incorporation by registering documents, and raising share capital. Key documents include the Memorandum of Association, which defines the company, Articles of Association, which covers internal regulations, and the Prospectus, which provides details for public share offerings.
The document discusses key features of a company under Indian law. It defines a company as an incorporated association formed for business purposes that has a separate legal identity from its members. The key features highlighted are that a company is (1) an incorporated legal entity, (2) has perpetual succession independent of its members, and (3) provides limited liability to its shareholders.
The document discusses various alternative dispute resolution (ADR) methods for resolving civil legal disputes outside of court. It defines ADR and describes negotiation, mediation, conciliation and arbitration processes. Negotiation involves parties discussing solutions without legal representation, while mediation uses an impartial third party to direct discussion. Conciliation is similar but the third party can make suggestions, and arbitration involves a third party making a binding decision. The document outlines advantages like time and cost savings compared to litigation, and disadvantages such as non-binding decisions and need for voluntary participation.
Sukre Suraj Ratanrao is a student of LL.B. 3rd year studying Civil Procedure Code. His topic is representative suits. A representative suit allows one or more persons to sue or be sued on behalf of a group of people with the same interest in the suit. This prevents numerous individual suits on the same matter. The objective is to efficiently resolve questions involving a large number of people in a single comprehensive trial rather than through multiple ordinary procedures. For a suit to be representative, the parties must be numerous, have the same interest, and permission or direction must be granted by the court with notice issued to represented parties.
1. Three Collective Management Organizations (CMOs) - MCSK, PRISC and KAMP - claim the right to collect public performance license fees for sound and audiovisual works played at Prime Chic Holdings restaurants.
2. Prime Chic Holdings seeks clarification on which body is mandated to collect fees, as the CMOs each demand separate payments for the same content.
3. The legal opinion analyzes the Copyright Act and determines that MCSK has been approved by the Copyright Board to collect fees for public performance of musical works in restaurants. PRISC and KAMP/PRISK together issue licenses for sound recordings and audiovisual works, but MCSK alone is entitled to collect
The registration process for a company in India involves several steps. First, the company must get approval for its proposed name from the Registrar of Companies in the relevant state. Next, the company must file its Memorandum and Articles of Association with the ROC along with the requisite fees. Finally, once all documents are properly filed, the ROC will issue a Certificate of Incorporation, officially establishing the company. The process from filing until receiving the certificate can take one to two weeks. Additionally, companies must obtain necessary tax registrations like a Permanent Account Number.
Company Law - FORMATION AND FLOTATION OF A COMPANYWarui Maina
The document discusses the formation and registration of a company under the Companies Act. It outlines the key documents required - the memorandum of association and articles of association. The memorandum outlines the company's name, objectives, share capital, registered office and liability. It must be signed by the initial shareholders. Once submitted to the registrar along with other documents and fees, the registrar issues a certificate of incorporation, which conclusively proves the company's valid registration and incorporation from the date stated.
The document discusses New York LLC law and whether amendments should be made, especially regarding dissolution. It provides background on LLC law and notes issues like ambiguity around dissolution standards. The key points are:
1) New York LLC law allows for judicial dissolution if "not reasonably practicable to carry on business." However, the meaning of this standard is unclear.
2) Unlike corporate law, LLC law does not address dissolution for fraud, illegality or oppression of members.
3) Courts have interpreted the standard differently, creating conflicting case law, as the legislature has not clarified or amended the law in over 15 years.
Corporations raise capital by issuing stock. Equity financing through stock issuance is less risky than debt financing through bonds. When profits are not paid out as dividends, the cash can be reinvested in expanding operations. A corporation is a legal entity separate from its shareholders, with unlimited life, transferable shares, and limited liability for shareholders. Key components include incorporators, shareholders, directors, and officers.
The stages of an external audit are:
1. Audit acceptance which involves agreeing terms of reference, addressing legal and ethical considerations, and preparing an engagement letter.
2. Audit planning and control which involves developing an overall strategy, establishing objectives and scope, and planning to reduce audit risk.
3. Performing the audit which involves obtaining evidence through tests of controls and substantive procedures, evaluating misstatements, and forming an opinion.
This document contains mock bar examination questions in civil law. It includes 30 multiple choice questions testing various concepts in civil law, including wills and succession, contracts, property, and obligations. The questions cover topics such as validity of wills, disinheritance of heirs, rights of co-owners, modes of acquiring ownership, and remedies for private nuisances.
Ppt on incorporation of company as per new company act, 2013 (updated)Sandeep Kumar
The document outlines the key steps and requirements for incorporating a company under the Companies Act of 2013 in India. It discusses reserving a company name, drafting the memorandum and articles of association which define the company's constitution and internal management, applying for incorporation and the documents required, and receiving a certificate of incorporation. It also summarizes some of the main contents of a memorandum and articles of association such as membership, rights of members, and limitations.
The document discusses the requirements for annual returns under the Companies Act 2013. It notes that annual returns are consolidated reports submitted by companies to the Registrar of Companies each year after the AGM. They must include information such as the registered office, business activities, shareholding patterns, indebtedness, directors and other details. Companies meeting certain criteria must get the annual return certified by a practicing company secretary. It also compares the annual return provisions of the Companies Act 2013 to the previous Companies Act 1956.
MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATIONitachii2
The document provides definitions and explanations of a Memorandum of Association and Articles of Association. It explains that the MOA and AOA are the two key legal documents that define a company's limitations and governance. The MOA establishes the company's objectives and acts as its charter, while the AOA outlines rules for company operations, leadership, financial procedures, and shareholder rights and meetings. The document reviews the typical contents and requirements of a valid MOA under Indian law.
Limited liability partnership gowtam bhatSVS College
seminar paper presented by Gowtam Bhat, a student of II year B.Com of SVS College, Bantwal, Karnataka under the auspices of Commerce Association-focus is on LLP in India
This document discusses the winding up process for companies in Pakistan. It outlines three types of winding up: by court, voluntary winding up, and subject to supervision of court. Winding up by court can occur if statutory meetings or annual general meetings are not held, practical work is not started on time, or minimum director requirements are not met. Voluntary winding up involves either members or creditors passing a special resolution for winding up. Liquidators are then appointed to sell assets and call a final meeting. Winding up subject to court supervision occurs when shareholders bring a case to court due to doubts about directors.
Alternative dipsute resolution system is informal method of resolving conflicts. there are different modes of ADR viz., negotiations, mediation , conciliation and arbitration etc.
This document discusses the concept of federalism in U.S. Constitutional law across 22 pages. It begins by defining federalism as the division of power between national and state governments. It then outlines the goals of federalism, including showing how power is divided and how disputes are resolved. The document explores the sources of power for both the federal and state governments, including express powers, implied powers, and reserved powers. It also examines concurrent powers and how conflicts are resolved through the Supremacy Clause. The remainder of the document analyzes different types of preemption, including examples of cases where state laws have been found to be preempted by federal statutes.
This document discusses the key aspects of corporations and cooperatives. It outlines that a corporation requires forming legal documents like articles of incorporation and electing directors. It has unlimited life and limited liability for stockholders. A cooperative is a member-owned business with at least 5 members who have equal voting rights. Cooperative formation only requires 10 people to register, they have limited liability, perpetual existence, and tax advantages. However, cooperatives can lack business acumen, interest from members, and suffer from corruption due to the lack of profit motive.
This document discusses different types of company meetings under corporate and commercial law. It defines meetings and describes company meetings as gatherings of members to discuss business affairs. There are three main types of company meetings: directors' meetings, annual general meetings (AGM), and extraordinary general meetings (EGM). Directors' meetings are for tasks like allocating shares and declaring dividends. AGMs must be held yearly to discuss routine business, while EGMs can be called as needed to address special matters. The document outlines procedural requirements for statutory meetings, AGMs, and EGMs like notice periods, agenda items, and penalties for non-compliance.
The document discusses the key qualities of good legal writing: accuracy, clarity, and conciseness. Accuracy involves ensuring facts and legal statements are correct without mistakes. Clarity means using plain English without vague language or grammatical errors. Conciseness means eliminating unnecessary words so the writing is direct and readable for busy readers. Legal writers should aim for these qualities of accuracy, clarity, and brevity in their work.
The document discusses the formation of companies in India including the definition of a company, stages of company formation, and key company documents. It notes that a company is formed when a group of people come together to exploit business opportunities by combining resources. The main stages of formation are promotion, name selection, incorporation by registering documents, and raising share capital. Key documents include the Memorandum of Association, which defines the company, Articles of Association, which covers internal regulations, and the Prospectus, which provides details for public share offerings.
The document discusses key features of a company under Indian law. It defines a company as an incorporated association formed for business purposes that has a separate legal identity from its members. The key features highlighted are that a company is (1) an incorporated legal entity, (2) has perpetual succession independent of its members, and (3) provides limited liability to its shareholders.
The document discusses various alternative dispute resolution (ADR) methods for resolving civil legal disputes outside of court. It defines ADR and describes negotiation, mediation, conciliation and arbitration processes. Negotiation involves parties discussing solutions without legal representation, while mediation uses an impartial third party to direct discussion. Conciliation is similar but the third party can make suggestions, and arbitration involves a third party making a binding decision. The document outlines advantages like time and cost savings compared to litigation, and disadvantages such as non-binding decisions and need for voluntary participation.
Sukre Suraj Ratanrao is a student of LL.B. 3rd year studying Civil Procedure Code. His topic is representative suits. A representative suit allows one or more persons to sue or be sued on behalf of a group of people with the same interest in the suit. This prevents numerous individual suits on the same matter. The objective is to efficiently resolve questions involving a large number of people in a single comprehensive trial rather than through multiple ordinary procedures. For a suit to be representative, the parties must be numerous, have the same interest, and permission or direction must be granted by the court with notice issued to represented parties.
1. Three Collective Management Organizations (CMOs) - MCSK, PRISC and KAMP - claim the right to collect public performance license fees for sound and audiovisual works played at Prime Chic Holdings restaurants.
2. Prime Chic Holdings seeks clarification on which body is mandated to collect fees, as the CMOs each demand separate payments for the same content.
3. The legal opinion analyzes the Copyright Act and determines that MCSK has been approved by the Copyright Board to collect fees for public performance of musical works in restaurants. PRISC and KAMP/PRISK together issue licenses for sound recordings and audiovisual works, but MCSK alone is entitled to collect
The registration process for a company in India involves several steps. First, the company must get approval for its proposed name from the Registrar of Companies in the relevant state. Next, the company must file its Memorandum and Articles of Association with the ROC along with the requisite fees. Finally, once all documents are properly filed, the ROC will issue a Certificate of Incorporation, officially establishing the company. The process from filing until receiving the certificate can take one to two weeks. Additionally, companies must obtain necessary tax registrations like a Permanent Account Number.
Company Law - FORMATION AND FLOTATION OF A COMPANYWarui Maina
The document discusses the formation and registration of a company under the Companies Act. It outlines the key documents required - the memorandum of association and articles of association. The memorandum outlines the company's name, objectives, share capital, registered office and liability. It must be signed by the initial shareholders. Once submitted to the registrar along with other documents and fees, the registrar issues a certificate of incorporation, which conclusively proves the company's valid registration and incorporation from the date stated.
The document discusses New York LLC law and whether amendments should be made, especially regarding dissolution. It provides background on LLC law and notes issues like ambiguity around dissolution standards. The key points are:
1) New York LLC law allows for judicial dissolution if "not reasonably practicable to carry on business." However, the meaning of this standard is unclear.
2) Unlike corporate law, LLC law does not address dissolution for fraud, illegality or oppression of members.
3) Courts have interpreted the standard differently, creating conflicting case law, as the legislature has not clarified or amended the law in over 15 years.
The rising profile of a promoter in the life of a companyAlexander Decker
This document discusses the role and responsibilities of promoters in the formation and incorporation of companies under Nigerian law. It defines a promoter as a person who undertakes steps to establish a company, such as assembling documents, setting objectives, and raising capital. Upon registration with the Corporate Affairs Commission, a company gains separate legal personality from its promoters and members. The document outlines the registration requirements, including submission of documents like the memorandum and articles of association. It explains that incorporation occurs when the Commission issues a certificate, making the company a separate legal entity that can own property and be sued. Promoters are in a fiduciary position and must act with utmost good faith towards the company.
An overview of Mercantile Law in PakistanAyesha Majid
This overview of business laws of Pakistan is a very brief description of common forms of businesses adopted by private and public sector investors in Pakistan. An attempt has also been made to outline general requirements and regulatory regimes for each of these forms of businesses in Pakistan.
A company is a legal entity created through registration under the Companies Act. It allows a group of people to come together for a common purpose or business. Key characteristics include separate legal personality from members, limited liability for members, perpetual succession regardless of member changes, and the ability to own property, enter contracts, and sue or be sued in its own name. The landmark case of Salomon v Salomon established that a company is a separate legal entity from its members or shareholders.
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- The document appears to be a workbook or study guide for a course on legal environment of business. It contains 4 parts that cover basic concepts, case studies, applied theory, and model questions.
- The contents page lists the chapters covered in Part I as including introductions to legal environment, business contracts, non-corporate business entities, and law relating to corporate business entities.
- No other substantive information could be summarized from the document as it only provides brief descriptions of the chapter contents and structure of the workbook, without presenting any of the actual chapter contents.
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01
- The document appears to be a workbook or study guide related to the legal environment of business. It is divided into multiple chapters that cover basic concepts, case studies, applied theory, and model questions.
- The chapters would provide explanatory notes, questions and answers related to topics such as basic legal concepts, business contracts, non-corporate business entities, corporate business entities, and other aspects of commercial and company law.
- The document is intended to help students learn and understand the legal principles and framework governing business operations in India. It examines various laws, rules and regulations from multiple sources that constitute the legal environment for conducting business activities.
The Companies Act of 1956 was introduced to regulate companies in India as the previous 1913 Act was seen as inadequate. It has since been amended several times, with the 1988 amendments being a major update based on recommendations of the Sachar Committee. The Act defines a company and sets out provisions around incorporation, memorandum of association, articles of association, types of companies, and prospectuses. It remains the primary law governing companies in India.
This document provides an overview of partnership law in the Philippines. It begins by explaining that partnerships were previously governed by different codes depending on whether they were commercial or non-commercial, but the current Civil Code superseded these and applies uniformly. The document then defines a partnership as an agreement between two or more persons to contribute money, property, or industry to a common fund with the intention of dividing profits. It outlines the key characteristics and features of partnerships, including the requirements for a valid partnership contract, the parties' legal capacity, their contributions, and that the purpose must be to conduct a lawful business for profit. It also notes that a partnership has a separate legal personality from its partners. The document provides various examples and case studies to
The document discusses pre-incorporation contracts under common law and the Malaysian Companies Act 1950. It defines a pre-incorporation contract as one made before a company is incorporated, and explains that the promoter may be personally liable until the company ratifies the contract after incorporation. Under common law, a company cannot ratify a pre-incorporation contract if it did not exist at the time. The Malaysian Act allows ratification, making the company bound as if it existed from the contract date. The duties of promoters and the meaning of a certificate of incorporation are also explained.
References ExerciseThis situation is somewhat artificial, in t.docxdebishakespeare
References Exercise
This situation is somewhat artificial, in that, if you had done the actual research, you would know what category of source you had (book, periodical, etc.). However, for the purposes of the exercise, I am labeling the categories of sources and providing additional information.
Instructions:
1. Arrange each entry according to APA style. Include all punctuation.
2. Arrange entire list according to APA style.
BOOK
Adam Balderdash
New York, New York
Simon & Schuster
1999
Color: It Doesn’t Do What You Think!
PERIODICALS [print]
“Color Results Contradict Assumptions”
Psychology Today
Adrian Gaggengorch
Pages 31-34
July 1997
“An analysis of color and intelligence factors in non-normal patients”
Journal of Psychotic Behavior
Vol 4
Issue 11
Pages 82-97
1998
Willhelm Ditherington, Marcelina Peerscope, Anheim Morsinski, Radiance Necessity, Boris Overammergah, Beatrice Pote, Calabash Hornswaggle, Martha Notwinger, and Calliope Hallingsworth.
ARTICLES FROM ELECTRONIC SOURCES
“The Science Behind Terrorism Color Codes” [article title]
Sept. 4, 2003
Pages 22-27
doi: 222.C8725 [document identifier from database]
Mr. Forthwright Littleworth
Homeland Security News [newspaper title]
Retrieved April 4, 2004
The New York Times
Retrieved from http://www.nytimes.com/
“Researchers are Color Blind”
Howard H. Howard
April 17, 1999
JunkScience? [website name]
“Green, Yellow, Red: ‘You Know What They Mean’ Says Science.” [title of short work]
Undated
Retrieved May 27, 2005, from http://www.junkscience?.com
INTERVIEW
Don Wishiwashi
March 4, 2000
ENGL 123 References Exercise (A Pocket Style Manual, APA Version, 6th ed.) 1014
Lach v. Man O’War,LLC
In 1986, Shirley Lach and her then husband, Lynwood Wiseman, formed Man O’War Limited Partnership for the purpose of leasing real property and developing and operating shopping centers. Robert Miller became a general partner along with Wiseman. Lach was one of eight limited partners. The partners’ ownership percentages were Miller, 1 percent, Wiseman, 32 percent, Lach, 27 percent, Jonathan Miller, 9 percent, Harry B. Miller, 12 percent, Harvey Morgan, 1 percent, Penny Miller, 3 percent, Jeffery Mullens, 1 percent, Jennifer Miller, 9 percent, and Sophie Wiseman, 5 percent. Wiseman, Lach, and Robert Miller also formed M.O.W. Place, Ltd., to lease a shopping center from the joint venture. In 1988, Wiseman and Lach were divorced, but continued in business together.
In the spring of 2002, Robert Miller became ill with cancer. With his approaching death, he met with Lach concerning the shopping center. Miller asked Lach to agree to naming Wiseman, Jeffery Mullens (brother-in-law of Robert Miller), and Jonathan Miller (son of Robert Miller), as the new general partners of the Partnership. Under the original Partnership agreement, new general partners could not be added without the consent of all the partners. Robert Miller also asked Lach to agree that when Wiseman died, ...
MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION WITH DOCTRINE OF ULTRA...Anushka Singh
This document discusses the memorandum of association and articles of association of a company under Indian law. It provides details on the memorandum of association, including its purpose and required clauses. It also explains the doctrines of ultra vires and indoor management, which relate to a company acting beyond its powers as defined in the memorandum or internal management issues, respectively. The memorandum establishes the fundamental conditions and defines the company's powers, and any acts beyond these powers would be considered ultra vires and void.
The document summarizes key principles of partnership law in Malaysia. It discusses sources of partnership law, including the Partnership Act 1961 which is similar to the English Partnership Act 1890. It analyzes the case of Chan King Yue v Lee & Wong which applied principles of equity to allow recovery of a loan to a partnership. The document defines a partnership and notes a partnership has no separate legal existence from its partners. It examines types of partners and their authority to bind the partnership. Finally, it discusses formation of partnerships and liability of partners.
Memorandum and articles of associationchetankotian
The document discusses key aspects of a company's Memorandum and Articles of Association, including:
- The Memorandum sets out the company's name, objectives, address, liability, and capital, while the Articles govern internal affairs like meetings and share transfers.
- The Memorandum and Articles bind the company and its members, and any money owed by members under them is a debt to the company.
- The company can alter its Articles through a special resolution but changes must be consistent with the Memorandum and valid laws.
- The "doctrine of indoor management" holds that outsiders dealing with a company in good faith can assume its internal requirements and proceedings are valid.
Types of Companies, Meetings and important documents for company registrationFahad Ur Rehman Khan
There are several types of companies in Pakistan including private companies, public companies, government companies, foreign companies, unlimited companies, producer's companies, and limited liability partnerships. Important company meetings include statutory meetings, annual general meetings, extraordinary general meetings, and class meetings. Key documents required for company registration include the memorandum of association, prospectus, and articles of association. The memorandum confirms the formation of the company. The prospectus provides details about the company and invites the public to subscribe to shares. The articles of association set out how the company will be governed and managed.
Report on Partnership presented By Nilda Vicente and Marian Alumbro
Copyright laws applicable
For question and permissions to use the presentation
email marianjanealumbro@yahoo.com
just inform us of your name, your school and purpose..thanks!
This document provides definitions and classifications of business law concepts. It discusses what law is, the different types of laws, and business entities. It defines law and discusses its four principal functions. It describes the different classifications of laws such as written vs unwritten, national vs international, public vs private, substantive vs procedural, criminal vs civil. It also defines common business law terms related to contracts, business organizations, and commercial transactions.
The document discusses the Indian Partnership Act of 1932. It defines key terms like partnership, partners, and firm name. The essential elements of a partnership are: (1) an agreement between two or more persons, (2) to carry on a business together, (3) with the intention of making profits, which are then shared. A partnership agreement should be in writing to avoid future disputes and clearly outline aspects like the firm name, capital contributions, profit/loss sharing, duties of partners, and dispute resolution process. Partnerships can be for a particular undertaking/adventure or at will if no fixed duration is agreed upon.
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- Subsequent legislation in the late 19th and early 20th centuries consolidated and amended company law. The Indian Companies Act of 1913 was a major piece of legislation.
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The legal effects of articles of association of a company
1. Journal of Law, Policy and Globalization www.iiste.org
ISSN 2224-3240 (Paper) ISSN 2224-3259 (Online)
Vol.28, 2014
The Legal Effects of Articles of Association of a Company:
Perspectives on Corporate Governance in Nigeira
Dr.AGBONIKA John Alewo Musa Dr. OLONG Matthew Adefi
Dr. AGBONIKA, Josehphine, Aladi Achor
Faculty of Law, Kogi State University, Anyigba, Nigeria
Abstract
The article examined the fact that Investors converge with a common business interest having being pregnant
with business ideas. Ordinarily such investors go through the gestation period the ante-all procedure and process
before eventually giving birth to a body corporate: a legal person. The birth of the legal person more or less like
the birth of an actual person would have to be registered and a birth certificate issued. Statutes, cases, both
reported and unreported, journals, textbooks and the opinion of text writers was resorted to in the preparation.
The article further revealed the inherent import of the articles of association on the life and times of the company
ensuring compliance with the ideals and ideas of corporate governance in Nigeria. The articles position ensured
strict compliance with corporate governance for business effectiveness and efficacy.
Keywords: Articles, Corporate Governance, Effectiveness, Gestation Period, Body Corporate.
Introduction
In Nigeria the body to contract the registration is the Corporate Affairs Commission and at the end of a
successful registration a birth certificate called certificate of incorporation is issued. In Salomon v. Salomon &
Co (1897,AC,22) and NI.B Investment West Africa v Omisore(2006,LCNWR.172), the court held that a company
is at law a different person from the subscribers and though it may be that others incorporated the business or as
it were, even though the same persons are managers and same hands received profit, the company is not in law
the agents of the subscribers or trustee of them. It can hold land, acquire and own property, have perpetual
succession, borrow money, enter into binding contract and repudiate same. Two basic documents are pre-requisites
upon where the registration of a company is premised. They contain the biological date of a business
concern. The trust of the author’s write up is to x-ray the conferential implications of the articles and memoranda
of a business concern and examine the legal implication on the company. Its advantages to the members and the
relationship between same with the company, interse as regards corporate governance in the 21st century Nigeria.
1.2 Conceptual Clarifications
Company:
A company it is often asserted has no strictly legal meaning, the term implies an association of a number of
persons for some common object or objects purely for economic reasons, which is for profit or gain. The Black’s
Law Dictionary (Byran:2009:3) and Paul(2003:10), define a company as a corporation or, less commonly, an
association, partnership or union that carries on a commercial or industrial enterprise, a corporation, partnership,
association, joint stock company, trust fund or organized group of persons whether incorporated or not and (in
official capacity) any receiver, trustee in bankruptcy, or similar official or liquidating agent for any of the
foregoing.
Articles of Association:
On the other hand, the article of association of a company is the domestic regulations of the company and
governs its internal administration. It determines how the powers conferred on the company by the memorandum
of association shall be exercised (Farrar:1991:). Also, the articles of association regulate the right of the member
of the company interse (among themselves) and determine the manner in which the business of the company
shall be conducted. The articles deal with such matters as the appointment, removal and powers of directors,
general meetings of the company, the voting rights of members, the transfer of shares, and
dividends(Keenan:1996). The article must be printed (not typewritten) and divided into paragraphs numbered
consecutively. It must be signed by each person who subscribed to the memorandum and the signature must be
attested, though one witness for all the subscribers’ signatures is enough.
Historical Position of Articles of Association at Common Law
Prior to the Joint Stock Companies Act 1856, companies were formed on the basis of a deed of settlement- an
elaborate form of partnership deed. The Act of 1844 provided for the registration of the deed of settlement and
the grant of corporate status in return, the 1856 Act introduced a new constitutional framework based on two
documents- the memorandum of association and the articles of association(Sealy:1992).
The memorandum is the more fundamental document as is reflected in the case of Guiness v. Land
Corp. of Ireland(1882,22Ch.D,349), where it was held that if there is any conflict between the terms of the
memorandum and the articles, those of the memorandum shall prevail and by statutory provisions such as the
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Companies Act of 1985, section 125 which makes it possible to entrench rights by writing them into the
memorandum with a prohibition or restriction on their alteration. Whilst the memorandum proclaims the world
the external aspects of its constitution, the articles are concerned with matters of internal organization which are
primarily of interest to its own members and officers for example the procedure for paying the subscription price
for shares, and directors meetings, the appointment, removal of, remuneration of directors and the payment of
dividends.
Thus the articles determined how the power conferred on a company by the memorandum of
association shall be exercised. The court in Ashbury Railway Carriage & Iron Co Ltd v.
Riche(1875CR,7HL653),held that the memorandum is at it was, the area beyond when the actors of the company
cannot go; inside that area the shareholders may make such regulations for their own government as they think
fit.
In Ashbury v. Watson(1885,CH.D476), it was held that the articles are subordinate to the memorandum
in the sense that they cannot confer wider powers than the memorandum and any altercation to the articles which
conflicts with the memorandum is void to the extent of the conflict. The articles cannot be resulted to, to fill in
gap in the memorandum in respect of any matter which by law is required to be in the memorandum. The first
set of articles in the modern form were set out in table B of the schedule to the Joint Stock Companies Act of
1856 and most modern companies now have articles which are based to some extent or the form set out in table
B.
The courts regard articles as commercial documents and apply a liberal construction to them. Jenkins in
Homes v. Keyes(1959,Ch199 at 215,CA,) described their approach to wit that the articles of association of a
company should regarded as a business document and should be construed so as to give them reasonable
business efficacy, where a construction tending to that result is admissible in the language of the articles, in
preference to a result which would or might prove unworkable.
Articles cannot be rectified by the courts. The power to alter is purely statutory. Any alteration must be
effected by special resolution of the company and if there is any inconsistency between different parts of the
articles, the courts will follow ordinary cannons of construction and look to the whole seeking to achieve
harmony between the different provisions and ensure compliance with the law.
In Mc Neil v. Mc Neil’s Neil’s sheepfarming Co. Ltd(1955 NZLR.15), the company’s own articles
provided for one man, one vote but the table A provision of one vote per share also applied. The court had that
the express article took precedence. In Rayfield v. Hands,(1960,CH.1), the judge interpreted an article referring
to directors as if it referred to members, to enable a provision requiring them to put the plaintiff’s shares at a fair
value to take effect. The articles cannot contain anything which is illegal or contrary to public policy. In Re
Victoria Onion and Potato Growers Association ltd. V. Finnignan, Ryan and Farrel,(1922,VIR,384), an article
was held void as being an unreasonable restraint of trade.
Form and Content of an Article of Association
The form and contents of articles of association as stated in the Nigeria Companies and Allied Matters Act 2004,
unveils the form and contents of articles of association of a public company having a share capital, a private
company having a share capital, a company limited by guarantee and an unlimited company, set out in parts 1,
ii,iii and iv respectively of table A schedule I of the Act with such additions, omissions or altercations as may be
required in the circumstance.
In the case of a company limited by guarantee, the articles of association shall state the number of
members with which the company proposed to be registered for the purpose of enabling the commission to
determine the fee payable registration.(Companies and Allied Matters Act,2004).
Thus the articles of association shall
(a) be printed and (b) be divided into paragraphs numbered consequently; and (c) be signed by each
subscriber to the memorandum of association in the presence of last one witness who shall attest.
The article shall have a stamp as if they were contained in a deed.
LEGAL EFFECTS OF ARTICLES OF ASSOCATION AT COMMON LAW
At common law the articles when registered bound the company and the share holders to the same extent as if
each shareholder had subscribed his name and affixed his seal thereto or otherwise executed the same. Thus it
constitutes a contract between the company and each member and each member in his capacity as member is
bound to the company by the provisions in the article.
All monies payable by any member shall e a debt due from him to the company. In England and Wales,
it shall have the nature of a specialty debt. It means that there exists a statutory contract resulting thereto. That it
constitutes a contract between the company and its members and the company’s business must be conducted in
consonance with their articles of association. In Hickman v. Romney Mash Sheep Breeders,(1938,CH,708) the
articles provided for the reference of disputes between members and the company to arbitration in the first
instance. Hickman a member brought an action against the company in court, the company applied to the court
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for a stay of proceedings on the ground that Hickman was bound by the agreement contained in the articles. The
court ordered a stay of the action on the ground that members are bound to observe the provisions of the articles
in their transactions with the company.
Secondly the articles are by reason of case law a contract between the members themselves. Thus one
member can sue another if that other fails to observe a provision in the articles, there is no need to call upon the
company to sue. In Rayfield v. Hands(1876,134D88), the articles of a private company provided by article that
every member who intents to transfer his shares shall inform the directors who will take the said shares equally
between them at a fair value. The plaintiff held 725 fully paid shares of $1 each and he asked the defendants, the
three directors of the company to buy them but they refused. He brought this action to sue upon the contract
created by the articles without joining the company. It was held that the directors were bound to take the shares.
Thirdly no right given by the articles to a member in a capacity than that of member for instance, as
Solicitors can be enforced against the company. The articles is seen as a contract not with outsiders but merely
with the members in respect of their rights as members. However a provision in the article can become part of a
contract between the company and a member or outsider in the following ways:-
(a) Where there exist an express contract and a provision in the article expressly incorporated into the
126
contract by a provision therein.
(b) Where a provision in the articles is incorporated by implication arising out of the conduct of the
parties, or where an express contract between the parties is silent on a particular aspect. In the case
of a director, the length of his appointment, in such a case reference may be made to the articles to
fill the gap, if it contains a relevant provision.
Again the article do not perse constitute an enforceable contract between a company and an outsider. Outsider
means a person who is not a member or a member acting in a capacity other than that of a member. Any right
claimed by an outsider, must be conferred by a separate contract or relationship outside the articles.
However in Swabey v. Post Darwin Gold Mining Co. (1970,NWLR,PT.145,SC422), the courts were
prepared to imply an extrinsic contract of service upon the terms of the article. A clause providing for exclusion,
if in the original article will be regarded as falling within the contract and the rules of natural justices will not
necessarily be implied.
THE LEGAL EFFECTS OF AN ARTICLE OF ASSOCIATION UNDER THE NIGERIAN
COMPANIES & ALLIED MATTERS ACT, 2004.
In Yalaju Amaye v. A.R.E.C.(1994,NWLR,PT.357), the court held that a memorandum and articles of the
company bind the company and the managing director for the documents constitute a contract between them. In
the same case, Karibi white further stated that the power to appoint a director can only be exercised where there
is an enabling provision in the articles. The court in Omenka v. Morison Ind Corp.(2001,12NWLR PT.729), held
that a director of a company can be removed from office. The mode of removing a director may however be spelt
but in the articles of association concerned. In the absence of such provision in the articles of association, a resort
may be had to the Companies and Allied Matters Act.
To further buttress the import of an article of association on a company, the removal of a director of a
company not in accordance with the memo and articles of association of a company is illegal. In the wordings of
section 41(1):
Subject to the provision of the act, the memorandum and articles of association when
registered shall have the effect of a contract under seal between the company and it’s members
and officers and between the members and officers themselves whereby they agree to observe
and perform the provision of the memorandum and articles as altered from time to time in so
far as may relate to the company, members or officer as such.
Section 41 (3) provides that where the memorandum or articles shall be enforceable by that person
notwithstanding that he is not a member or officer of the company. The rationale for this provision perhaps is to
protect persons who set up a company and call upon other persons to manage it for and on their behalf.
Section 41(4) provides that in any action by any member or officer to enforce any obligation owed
under the memorandum or articles to him and any other member or officer, such member or officer may, if any
other member or officer is affected, by the alleged breach of such obligation with his consent, sue in a
representative capacity on behalf of himself and all other members or officers who may be affected other than
any who are defendants and the provisions of part ix of this act shall apply.
This section in effect expressly allows any member or officer to initiate proceedings in a representative
capacity as a means of restraining corporate irregularities. To appreciate S. 41 of the Companies and Allied
Matters Act 2004, it is pertinent to note the fact that it replaced S. 16 of the 1968 Companies Act and in the
words of Lord Greene in Beatle v Beattle Ltd, it has been “the subject of considerable controversy in the past and
it may well be that there will be considerable controversy about in future,” (Soforowa:1992).
One of the enviable innovations in section 41 is the fact that “officers” are being bound by the articles
4. Journal of Law, Policy and Globalization www.iiste.org
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Vol.28, 2014
of association and section 650 defines officers to include a director, manager or secretary. From this definition it
means cases decided on directors at common law would be decided differently today meaning that they do not
have to rely on a separate and independent contract of service before they can enforce their rights. They can rely
on section 41 of the Companies and Allied Matters Act 2004, since by virtue of the definition of an officer under
section 650, directors are included. So directors can now be bound for contracts entered into by them.
But one who sues as a solicitor as the case of Eley v Positive Life Assurance ltd, would be regarded as
an outsider. The question is will a solicitor come within the purview of section 650 of the Companies And Allied
Matters Act, 2004? In the words of Sofowore “include” enlarges where as “means” restricts. This shows that a
solicitor may be included in the definition section; but the danger in the approach is that it offends another rule
of interpretation of statues- expression unions est exclusion i.e. mention of certain things means the exclusion of
all other things not mentioned(Agbadu:1998:41). And also section 650 of the Companies and Allied Matters, Act
2004, is supposed to be treated as being open-ended, so as to include categories of persons not contemplated as
officers.(Ola:2002:).
ALTERATION OF THE ARTICLES OF ASSOCIATION
Companies can alter its articles of association and such alteration is only vested in the majority shareholders,
subject however to certain common law regulation which have been law down in a variety of judicial
formulations. The power to alter the article must be exercise bonafide for the benefit of the company as a whole.
It is for the shareholders and not the court to say whether an altercation of article is for the benefit of the
company. If they have acted honestly in what they believe to be for the benefit of the members as a body the
court will not interfere unless there are no grounds on which reasonable men could have reached the same
decision.
The court will restrain an alteration which is discriminatory or amount to an expropriation of individual
shareholder. In Brown v. Abresive Wheel Co. Ltd, the minority shareholders refused to sell their shares to a large
majority, the majority then passed a special resolution altering the articles to enable nine-tenth of the
shareholders to buy out any other shareholder. The court held that the alteration was not bonefide and was
therefore invalid. A company cannot be restrained from altering its articles on the ground that the alteration will
amount to a breach of contract entered by it but the other party to the contract may have an action in damages.
ALTERATION UNDER THE NIGERIAN COMPANIES AND THE MATTERS ACT, 2004.
A company may by special resolution passed by at least three fourths of votes cast by members of the company
at a general meeting of which twenty one days which has been given, alter its articles of association. Thus
section 48 Companies & Allied Matters Act, 2004 provides that a company may by special resolution alter or
add or alter its articles.
Any alteration or addition so made shall subject to the provisions of this act be as valid as if originally
contained in the special resolution made subject to alteration. The under listed are rules that should be noted as
regards alteration of articles:
a. The alteration must be subject to the conditions or other provision of the memorandum f
127
association, and memorandum prevails
b. The alternation must be subject to the act and the alteration must not violate section 49, of CAMA
which provides that a member of the company shall not be bound by any alteration made in the
articles after the date on which he became a member which increases his liability to contribute to
the share capital of the company or otherwise to pay money to the company or take or subscribe for
more shares than he held unless the member consents in writing.
Conclusion
The articles of association remain one of the main organs of a company and it binds the company the members
and the members qua members and as such its import in the existence of a company remains immeasurable.
Members of a company in whatever capacity should be given the right to sue in respect to contract entered into
by them in whatever capacity.
Again section 41 (3) of the Companies and Allied Matters Act, 2004 should always be understood as to mean
that such power conferred can be enforceable by any person be he a member or not. Finally section 650 of the
Companies and Allied Matters Act, 2004, should be broadening enough as to include solicitors, shareholders and
all those of genuine interest in the affairs of the company.
REFRENCES
Agbadu, J.T.(1988) Principles of Nigerian Company Law, Ogun: IPS Educational Press Ltd.
Bryan A.G(2009) Blacks Law Dictionary, 9th Ed, USA: Westgroup.
Farrar,J.h.(1991) Farrays Company Law,London: Butterworths.
5. Journal of Law, Policy and Globalization www.iiste.org
ISSN 2224-3240 (Paper) ISSN 2224-3259 (Online)
Vol.28, 2014
Keenan D, (1996) Smith & Keenan Company Law for Students, great Britain, Pit Mig Publishers.
Paul L.D,(2002) Gowers Principles of Modern Company Law,6th Ed, London ; Sweet & Maxwell.
Paul L.D,(2003) Gowers Principles of Modern Company Law,7th Ed, London ; Sweet & Maxwell.
Ola, C.S(2002) Company Law in Nigeria, Nigeria: Heinemann Educational Books.
Sofowora
Cases.
Ashbury v. Watson(1885,CH.D476)
Ashbury Railway Carriage & Iron Co Ltd v. Riche(1875CR,7HL653)
Omenka v. Morison Ind Corp.(2001,12NWLR PT.729),
Guiness v. Land Corp. of Ireland(1882,22Ch.D,349)
Homes v. Keyes(1959,Ch199 at 215,CA,)
Mc Neil v. Mc Neil’s Neil’s sheepfarming Co. Ltd(1955 NZLR.15),
Hickman v. Romney Mash Sheep Breeders,(1938,CH,708)
Re Victoria Onion and Potato Growers Association ltd. V. Finnignan, Ryan and Farrel,(1922,VIR,384)
Salomon v. Salomon & Co (1897,AC,22) and NI.B Investment West Africa v Omisore(2006,LCNWR.172),
Swabey v. Post Darwin Gold Mining Co. (1970,NWLR,PT145,SC422)
Companies and Allied Matters Act, 2004
Section,34(4)
Section,41(1)
Section,41(3)
Section,41(4)
Section,650
128
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