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Company Law

Transcript: 2,500+ Number of college students that die every year from alcohol related injuries, including traffic accidents. Creation of a company Unlimited companies Limited companies by shares Limited companies by guarantee Note Rohypnol, a brand name for flunitrazepam, is a strong sedative that slows down the central nervous system. When abused it can be administered unknowingly to debilitate victims, making the resistance to sexual or physical assault impossible. Public limited company Private limited company Capital Flexibility Shared responsibility It is a limited liability company whose shares may be freely sold and traded to the public on a stock exchange(although a plc may also be privately held, often by another plc), with a minimum share capital of £50,000, at least 2 shareholders and 2 directors and the letters PLC after its name. Public limited companies operates as a separate legal entity from its owners. If Registrar is satisfied that statutory requirements have been met and that the objects of the company are lawful, he registers the documents and issues a certificate of incorporation. This is the company’s "birth certificate". The Registrar publishes the issue of the certificate in the London or Edinburgh Gazette. He is also entitled to refuse to register a company where it has been formed for an unlawful purpose. At least 25! Some common examples: Chlamydia Gonorrhea Syphilis Herpes Don't Forget HIV! Separate legal personality Agreement Disagreements Profit sharing By liability Sole Trader/Proprietorship Cost Administration Accountancy Dilution of powers Depression Medication It must be signed (subscribed) in the presence of a witness by each subscriber (= initial shareholder) unless submitted in electronic form, and must show the number of shares each subscriber is taking. a simple document providing certain basic information and key declarations to the public which state that subscribers wish to form the company and agree to become members taking at least one share each. How many kinds of STI's (Sexually Transmitted Infections) are there? Unlimited companies They are often found in the not-for-profit, charity or non-trading sectors. Such companies have guarantors rather than shareholders. These guarantors are members who agree to make a limited contribution towards the payment of the company’s debts in the event of a winding up. With no shareholders, any surplus is reinvested in the company. However, we can find companies limited by guarantee with a share capital - these are called "hybrid companies". A sole trader is a very simple legal form of business owned by one person. The owner is personally and wholly (unlimitedly) liable for the business and the debts (i.e. when the business fails, he faces bankruptcy) A company is a separate person in law from its members. This has several important consequences: - the company is liable for its own debts; - the shareholders are not liable for the debts and liabilities of the company and cannot be sued by the company’s creditors; - a shareholder can be a debtor or creditor of the company and can sue or be sued by the company. Here, the liability of members is truly unlimited and if the company is being wound up, they can be required to contribute to the company’s assets without limit to enable it to pay its debts. Private limited company Disadvantages Depression A statement giving the address of the company’s registered office and the details (name, address, nationality, occupation and date of birth) of the company’s first directors and secretary. Statement must be signed by the subscribers to the memorandum. Statutory Declaration of Compliance : a statement that all the requirements of the 1985 Companies Act with regard to registration have been complied with. Payment of Registration Fee this is presently £20. Health is a CHOICE you make EVERYDAY! Definition It can be defined as ‘a legal relationship formed by the agreement between two or more persons to carry on a business in common with a view of sharing profit, decision-making and management’ A company is registered by filing certain documents with the Registrar - he is a public official appointed by the Secretary of State. The articles are essentially the rule book of the company. They creates a relationship between the company and its members. Some of the key issues set out in the articles are: Voting rights attached to different classes of shares Powers of directors Powers of the board Payment of dividends Public limited companies Certificate of incorporation Cardiovascular Disease Definition Types of companies by liability by type Consequences of incorporation Creation of a company Pros/Cons Non-incorporated businesses Limited companies Cardiovascular disease is the leading cause of death in the United States; one in every three deaths is from heart disease and stroke, equal to 2,200 deaths per day. Company Law Advantages -The most common kind of registered company usually found in the commercial

Company Law

Transcript: ID - 44035276 Belongs to the members Preservation of the Rights personal to members Enforceable by the shareholders Courts may authorize an order if it is content that members are acting in good faith and inspection is for a proper purpose. Principles of Mesa Minerals Limited vs Mighty River International Limited was summarized by the Federal Court of Australia in Hanks vs Admiralty Resources When do Members have a Right to Inspect the Company's Books and why is this Right Important ? Tinios vs French Caledonia Travel Service Pty Ltd [1994] FCA 1154 MISLEADING OR DECEPTIVE Strengthening of Members' Rights Federal Court of Australia Relevant Principles Established Pursuant to Section 247A "Books" as defined in section 9 Prologue Books extending access to insurance policies of directors & officers Rights to inspect company's books (s247), receive due notice of meeting and correct register (s175). It also consists of rights to challenge variation of shares (s246D) and ask questions at meetings, to vote on directors' remuneration and rights to dividend. Investigating irregularities in company's financial accounts At Common Law:- No clear inspection right for members. Restrictive approach - shareholders could not oppose the directors' decisions. Person granted leave under s237 also possess the same rights as members Augmenting propensity of shareholders to hold directors accountable Assisting to bring an action for a breach of directors’ duties (s 180–183) Assembles evidence in order to mount a statutory derivative action Auditions to make relevant management decisions Approves financial reports, in case of an auditor S 247B DUTY Vinciguerra vs MG Corrosion Consultants Pty Ltd [2007] FCA 503 S 247A Rights under company's internal rule (s140) REFERENCES:- Redmond, P. (2013). Corporations and Financial Markets Law (6th Edition). 100 Harris Street, Pyrmont, Sydney, NSW: Thomson Reuters (Professional) Australia ABN 64 058 914 668, pg: 322-324. Redmond, P. (2005). Corporations and Financial Markets Law (4th Edition). 100 Harris Street, Pyrmont, Sydney, NSW: Thomson Reuters (Professional) Australia ABN 64 058 914 668, pg: 400-401. Lipton, P. Herzberg, A. Welsh, M. (2015). Understanding Company Law (18th Edition). 19 Harris Street, Pyrmont, Sydney, NSW: Law Book Co of Australasia, Australia ISBN 13 9780455236209, pg: 669-672. Quilter, M. (2009). Company Law Perspectives (3rd Edition). 19 Harris Street, Pyrmont, Sydney, NSW: Thomson Reuters (Professional) Australia ABN 64 058 914 668, pg: 215-236. Federal Register of Legislation (2001). Retrieved from: SHAREHOLDERS AND THE RIGHT TO INSPECT COMPANY BOOKS (ERA Legal). Retrieved from: Shareholders' Rights to Inspect the Books of the Company (ClarkeKann Lawyers). Retrieved from: B. Personal Rights Authorized personnel can only disclose information to members or ASIC s 247 A (3) - At court's discretion members can access books of company's subsidiaries Statutory Rights:- Members' Rights to inspect or access company's books has been expanded in Corporations Act 2001 at s247 A. Belongs to the company Arises from a cause of action Members are entitled to exercise this right Also called members' derivative action Members are the owners of a company. Companies limited by shares, members are its shareholders. Companies limited by guarantee, members are not the shareholders. ACCG 614 Procedural Rights Significance of the Rights to Inspect Company's Books Accounting Authorized personnel inspecting the books may make a copy unless court orders differently. Fazle Rabbi Intercapital Holdings Ltd vs MEH Ltd [1998] 6 ACLC 1068 s 247 A (2) - Merim Pty Ltd vs Style Ltd [2009] FCA 314 Drawback Contravenes legitimacy in preventing confidential information being accessible to dissatisfied members The Principles developed were later used by the Supreme Court of South Australia to reason the decision in Acehill Investments Pty Ltd vs Incitec Ltd A. Derivative Rights Accounting Majestic Resources NL vs Caveat Pty Ltd [2004] WASCA 201 Mesa Minerals Ltd vs Mighty River International Limited Applied for Inspection of certain books & records of Mesa on the basis of Suspicious Arrangements with 3rd Parties even though Mesa argued for lack of good faith & a proper purpose but Primary judgement permitted Mighty River to access company's books without being content Mesa appealed to the Federal Court of Australia Verdict Full Court also acknowledged primary judgement and Established principles providing guidance for members wishing to make applications for the inspection of books Vests wide discretion making orders ancillary to primary orders or Restricting books to be given access to Company Law s 247A (1) - ANALYSIS and PRINCIPLE IMPLICATIONS pursuant to Inspection of Company's

Company PowerPoint

Transcript: I picked this company because Nestle is a Worldwide organization and you can find one at most of the malls you go to, and their food is amazing. Nestle Toll House Good Food, Good Life With instant coffee, baby food, and bottled water in the mix, Nestlé crunches more than just chocolate. The world's #1 food and drinks company in terms of sales, Nestlé is also the world leader in coffee (Nescafé). It also makes coffee for the home-brewing system, Nespresso. Nestlé is one of the world's top bottled water makers (Nestlé Waters), one of the biggest frozen pizza makers (DiGiorno), and a big player in the pet food business (Friskies, Purina). Its most well-known global food brands include Buitoni, Dreyer's, Maggi, Milkmaid, Carnation, and Kit Kat. The company also owns Gerber Products. North America is Nestlé's most important market. Why Nestle is better Baby foods Bottled water Cereals Chocolate & confectionery Coffee Culinary, chilled & frozen food Dairy Drinks Food service Healthcare nutrition Ice cream Petcare Weight management Competitors Mars, Incorporated DANONE MONDELEZ INTERNATIONAL, INC. Peter Brabeck-Letmathe (Chairman) Paul Bulcke (CEO) Wan Ling Martello (CFO) Brands Its most well-known global food brands include Buitoni, Dreyer's, Maggi, Milkmaid, Carnation, and Kit Kat. Anglo-Swiss Condensed Milk Company (1866) Farine Lactée Henri Nestlé (1867) Nestlé and Anglo-Swiss Condensed Milk Company (1905) Continued Nestle Toll House Why? Nestlé is the world's biggest food manufacturer, with almost 450 factories spread across the globe, and a portfolio that ranges from baby foods to pet care, from chocolate to mineral water. Its world-famous brands include Nescafe, Kit Kat and Perrier, among many others. The group also owns a large shareholding in cosmetics company L'Oreal. As with other food companies, recent years have seen a greater concentration on a focused food and beverage business. In particular Nestlé has leveraged its performance in sectors such as ice cream and petfoods with an aggressive acquisition strategy. At the same time, it has placed health and wellness at the forefront of its agenda, developing the widest possible range of nutritionally balanced products under the overall umbrella "Good Food, Good Life". See also Nestlé USA, Nestlé UK, Nestlé Australia, Nestlé Latin America and Nestlé Japan. Competition committed to enhancing people's lives by offering tastier and healthier food and beverage choices at all stages of life and at all times of the day. Nestle is an overall amazing company that has all different kinds of food and brands. It has a few competitors but nothing too major that can tear apart the company. committed to enhancing people's lives by offering tastier and healthier food and beverage choices at all stages of life and at all times of the day. Company PowerPoint Overview

Company Law

Transcript: Comparison of Partnership, CV, and Firm Definitions and Elements Definitions and Elements Partnership (Article 1618 of Law of Civil Code) "Agreements between two or more people who bind themselves to put inbreng to the partnership with the purpose of sharing profit thereof." Firm (Article 16 of Commercial Code) "Partnership established with the purpose to run company under common name." CV (Commanditaire Vennootschap) "A commanditaire partnership established by one or more allies who have individual responsiblities for whole with other ally(ies) who lend money." > A firm which has silent partner. Liabilities Liabilities Partnership (Article 1642 to 1645 Law of Civil Code) 1642 = An ally with 3rd party > individual liability. 1643 = Legal act binds other party if there is power attorney and profit enjoyed by firm. 1644 = Some allies with 3rd party > solidary liability regardless of inbreng unless stated otherwise. 1645 = An ally with 3rd party on behalf of firm > 3rd party can be sued by firm. Firm Solidary liability. CV Active Partner = Unlimited Responsibility Silent Partner = Limited to the Inbreng Establishment Establishment Partnership Consensual (Art. 1624 ICC) Notarial deeds: to avoid the possibility of dispute in future. Firm With authentic deed, but the nonexistence of such deed cannot be issued to harm the 3rd party (Art. 22 Commercial Code). CV No specific regulation, and since it is a form of firm, stipulation in Art 22 can be applied. 1. Full name, occupation, and domicile of all allies 2. Common name. 3. Specification of firm. 4. Allies not given power to sign contract for firm. 5. Start and end period of firm. 6. Other regulations regarding 3rd party and ally. 7. Authentic deed must be registered to secretariat of district court. 8. It will be announced in BNR. Contents of Authentic Deed Profit and Losses Profit and Losses Partnership Profit and losses mechanism should be determined in Article of Associaton. If not determined then it will be based on inbreng. (proportionality) Proportionality > labor = money or property with lowest value. Firm It should also determined in Article of Association, otherwise it will follow Article 1633 and 1635 of Law of Civil Code. CV Determined in Article of Association. 1. Name of CV and domicile. 2. Purpose and objective of establishment. 3. Start and end period. 4. Capital. 5. Designation of active and silent partner. 6. Rights, obligations, and liabilities of each partner. 7. Profit and losses sharing. Contents of Article of Association of CV Management Management Partnership > Regulated at the deed of partnership: statutory allies can not be dismissed except on legal ground > Arranged by separate deed after the establishment of alliance: mandater allies has the same position as power holder whose power can be revoked at any time, and can request for the power to be revoked as well. Firm > Management done by allies > One of the partner can be appointed as director > The director who conducts act of routine maintenance arrangement regarding the ownership action must get approval from all partners CV > The maintenance of a limited partnership must be done by an active partner. > If the active partners are more than one, it should be determined the partner who is entitled and obliged to take care of the CV. > One of the active partners is appointed as the director. > In relation to the maintenance of ownership acts, it does not only need to have the consent of all active partners, but should also be approved by passive partners. Dissolution Dissolution Partnership > Expiration of the time period for which it was established. > Due to the destruction of the assets or the attainment of the objects which are the purpose of why the partnership was established. > Pursuant to the intent of several or one of the partners. due to the demise or guardianship of one of the partners or if he has been declared bankrupt or insolvent. Firm > expiration of time period for which it was established > termination by an ally > death of one of the allies > bankrupty running a business that is not in accordance with the deed of establishment, violating decency or public order based on judge's decision. CV > Expiration of time period. > End by one of the allies. > Termination by the valid reason. > Completion of an Act. > Destruction of the object of partnership. > Death of one of the allies. > There is a guardianship or bankcrupty.

PowerPoint Game Templates

Transcript: Example of a Jeopardy Template By: Laken Feeser and Rachel Chapman When creating without a template... Example of a Deal or No Deal Template PowerPoint Game Templates There are free templates for games such as jeopardy, wheel of fortune, and cash cab that can be downloaded online. However, some templates may cost more money depending on the complexity of the game. Classroom Games that Make Test Review and Memorization Fun! (n.d.). Retrieved February 17, 2017, from Fisher, S. (n.d.). Customize a PowerPoint Game for Your Class with These Free Templates. Retrieved February 17, 2017, from 1. Users will begin with a lot of slides all with the same basic graphic design. 2. The, decide and create a series of questions that are to be asked during the game. 3. By hyper linking certain answers to different slides, the game jumps from slide to slide while playing the game. 4. This kind of setup is normally seen as a simple quiz show game. Example of a Wheel of Fortune Template Games can be made in order to make a fun and easy way to learn. Popular game templates include: Family Feud Millionaire Jeopardy and other quiz shows. Quick video on template "Millionaire" PowerPoint Games Some games are easier to make compared to others If users are unsure whether or not downloading certain templates is safe, you can actually make your own game by just simply using PowerPoint. add logo here References Example of a Family Feud Template PowerPoint Games are a great way to introduce new concepts and ideas You can create a fun, competitive atmosphere with the use of different templates You can change and rearrange information to correlate with the topic or idea being discussed. Great with students, workers, family, etc. For example: With games like Jeopardy and Family Feud, players can pick practically any answers. The person who is running the game will have to have all of the answers in order to determine if players are correct or not. However, with a game like Who Wants to be a Millionaire, the players only have a choice between answers, A, B, C, or D. Therefore, when the player decides their answer, the person running the game clicks it, and the game will tell them whether they are right or wrong.


Transcript: As a conclusion, Office Equipment cannot enforce the pre incorporation againts Singaling Sdn Bhd but it may enforce the pre incorporation contract againts Singa personally. LAW: 1) Section 4(1) of C.A 1965. 2) Case: Twycross V Grant 3) Case: Tunku Abdullah Sultan Abu Bakar V Mohamad Latiff Shah Mohd. 4) In common law prior to its registration, a company as legal entity does not exist. Therefore the co cannot enter into contract of appoint any person to enter into contract on its behalf. Case: Newborn V Sensolid (Great Britain) Ltd. 5) Case: Kelner V Baxter MALAYSIAN LAW: 1) s35(1) C.A 1965 2) CASE:Ahmad Salih V Rawang Hills Resort Sdn Bhd. 3) S 35(2) C.A 1965. 4)CASE: PHONOGRAM V LANE COMPANY LAW GROUP MEMBERS If the contract contain a clause which stated that Singa was in no way to incur personal liability for breach of the contract, it was a clear word that can exclude Singa liability. Hence Office Equipment Sdn Bhd. cannot enforce the pre incorporation againt Singa ling Sdn. Bhd and also againts Singa personally. LAW: 1) Section 14(1) of C.A 1965 2) Section 16(5) of C.A 1965 3) Doctrine separate legal entity 4)Case: Salomon V Salomon 5) Lifting the veil of incorporation (exception of separate legal entity) Case: Gilford Motor V Horne APPLICATION Farm Product Bhd can take action againts Agriculture Product Bhd. as the company was used to evade legal obligation. CONCLUSION Q2 ISSUE: Whether Office Equipment can enforce the contract againts Singaling Sdn. Bhd. CONCLUSION Q1 ISSUE: Whether Farm Products Bhd. can take legal action againts Agricultural Product Bhd.? APPLICATION MAZRENIE BINTI PAUN 2015249668 UMMI SHAHNUUR AKMAL BINTI SHAMAN 2015693626 NABILA HUDA BINTI MOHAMAD PUAT 2015827132 MARYAM NADHIRAH BINTI MUSTAFA 2015856906 1)Farm Product Bhd. and Agricultural Product Bhd. are the legal person having the powers of an incorporated body corporate. 2)According to case Salomon V Salomon it is applicable to agricultural product Bhd. Where the co is separate body from its members. 3)The veil of Agricultural Product Bhd. can be lifted as the co was use to evade legal obligation. Farm Product Bhd. can take action againts Agricultural Product as Gilmo had breach his contract. Gilmp alloted all the shares in Agricultural Product to his wife and father and one of them began soliciting the customers of Farm Product Bhd with the help of the list produce by Gilmo 1) Singa is a promoter. 2) Singaling Sdn Bhd is also incapable ratifying the contract after it has been registered. 3) Singaling Sdn Bhd did not ratify the contract made by Singa with Office Equipment Sdn. Bhd. Thus Office Equipment is incapable of enforcing the pre incorporation product. 4) S.35(2) office equipment can make Singa personally liable for the contract. Based on the decision of the court in the case on Phonogram Ltd V Lane since there was no clear word use to exclude Singa liability, Singa is personally liable for the pre incorporation contract.


Transcript: S M O PREZI BY PRESENTER NAME PROMOTERS AND PRE-INCORPORATION CONTRACTS COMPANY LAW SECTION 14(1); "A person who desires to form a company..." this person can be referred to as promoter. DEFINITION PROMOTERS SECTION 65(1); "A contract that purport to be made by or on behalf of a company at the time the company has not been formed..." DEFINITION PRE-INCORPORATION CONTRACT #1 THE IMPORTANT TO KNOW WHETHER A PERSON IS A PROMOTER OR NOT ? Law requires a disclosure of any benefits given to the promoter Law imposes fiduciary duties upon a promoter to a company REASONS DISQUALIFICATION OF A PROMOTER SECTION 199(1) Section 199(1); The court may, on application by the Registrar, make an order to disqualify any person from acting as promoter of a company if: The company being insolvent due to his conduct as a director Due to his contravention of the duties of a director Due to his habitual contravention of this Act DUTIES OF PROMOTERS E Promoters not to make a profit out of the promotion without adequate disclosure (ERLANGER v NEW SOMBRERO PHOSPHATE CO.) Disclosure must be full and frank (GLUCKSTEIN v BARNES) Disclose whatever commission that receives upon transfer of property to the company (WHALEY BRIDGE CALICO PRINTING CO. v GREEN & SMITH) Disclose to the company if he is a contracting party in contracts with the company (HABIB ABD RAHMAN v ABDUL CADER) ACT BONA FIDE To the independent board of directors To the members of the company To potential shareholders TO WHOM MUST DISCLOSURE BE MADE ? NOT TO DISCLOSE INFORMATION AVOID TAKING UP A CONTRACT REMEDIES FOR BREACH DUTIES Discovered the true state of affairs Unjustified delay in commencing an action If 'restitutio in integrum' is impossible (LAGUNAS NITRATE CO. v LAGUNAS SYINDICATE) If third party have acquired rights that cannot be defeated (RE LEED & HANLEY THEATRES OF VARIETIES LTD) The company can claim the price of the property paid to promoter and return the goods to the promoter. However, rescissionis equitable remedy, it may not be ordered in one of the followings: RESCISSION OF CONTRACT RECOVERY OF SECRET PROFIT The company allow to recover the promoter portion of the undisclosed profit that he received. The property is acquired by the promoter before promotion and not with the intention to be sold to the company. The property is acquired by the promoter during promotion and with the intention to resold to the company. The promoter who sells the property to the company that he promoted can be of two situations: DAMAGES FOR BREACH DUTY EFFECTS OF PRE-INCORPORATION CONTRACT COMMON LAW POSITION A company before its incorporation has no capacity to enter into a contract either by itself or through agent since it does not exist as a lefal person. Section 35(1); Contract must be purportedly have been entered into the company The company must ratified the contract after its formation The ractification maybe expresed or implied Section35(2); The person who made the contract will be liable upon it and will be entitled to enforce it personally MALAYSIAN LAW PROVISION Company Act 2016 Similar: PI contract must be made by the person on behalf of the company It is ratified by the company after its incorporation Differences: CA 2016 not provide expressly the chance for the person to avoid personal liability Not mention expressly whether the company/person entitled or not to enforce against the third party

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