CONSEQUENCES OF INCORPORATION 1. What is meant by separate legal entity & the corporate veil? 2. When will the corporate veil be lifted (ie. shareholders held to BE the corporation)? a. Fraud b. Agency c. Groups d. Tort How does a comp become separate legal entity? • Comp become SLE on date of certificate of registration and approval with ASIC: s119 CA • Effect: become SLE or “legal person” with legal capacity/powers of corporation: s124 Corporate Veil & Separate
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ARTICLES OF INCORPORATION OF BLUE ARRAYS CORPORATION KNOW ALL MEN BY THESE PRESENTS: That we‚ all of legal age‚ citizens and residents of the Republic of the Philippines‚ have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the Philippines. AND WE HEREBY CERTIFY: FIRST: That the name of the said corporation shall be: “Blue Arrays Corporation”; SECOND: That the purposes for which said corporation
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whether the clause has been incorporated as a term of the contract. Regarding to incorporation by signature‚ generally if China signed the contract‚ then they tend to be bound by the terms of the agreement‚ even if they did not read it‚ (L’Estrange v Graucob)‚ where it was stated that the claimant would be bound by all the terms of the agreement because she signed it and the fact that she did not read the terms was irrelevant. Incorporation by notice could also be applied in the case provided. For
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Formation or incorporation of A Company – For the formation of a company‚ a company passes through the following thee stages :- 1. Promotion Stage. 2. Incorporation Stage. 3. Commencement of business stage. 1. Promotion Stage: The stage of conceiving an idea and its working is termed as promotion of a company. The person involved in this task is termed as “Promoter”. There are certain important decisions which are taken before the formation of the company. There first important matter to decide
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ARTICLES OF INCORPORATION OF ____________________________________________________________________ KNOW ALL MEN BY THESE PRESENTS: That we‚ all of legal age‚ citizens and residents of the Republic of the Philippines‚ have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the Philippines. AND WE HEREBY CERTIFY: FIRST: That the name of the said corporation shall be: ________________________________________________________________________ _
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Law of Associations 200018 Copyright © 2002 Thomas Feerick Lecturer School of Law‚ UWS Lecture 6 – Week 6 Pre-Registration Contracts & Internal Governance Rules This lecture has 2 parts. Part 1 examines the legal implications of ‘pre-registration contracts’. Part 2 discusses ‘internal governance rules’. 1. Pre-Registration Contracts The people who form a company or procure its formation are commonly known as ‘promoters’. The courts have construed the term ‘promoter’ broadly. In Twycross v
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separate corporate personality as confirmed in Saloman v. A Saloman & Co. Ltd. [1897] forms the corner-stone of co. law. • The recognition that a co. is a separate legal entity distinct from its shareholders is often expressed as the veil of incorporation. • Incorporation of a co. casts a veil over the true controllers of the co‚ a veil through which the law will not usually penetrate. • Once a co. is incorporated the courts usually do not look behind the veil to inquire why the co. was formed or who really
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Bibliography: Textbook · Chen-Wishart‚ Mindy‚ Contract Law‚ (Oxford 2005) · H G Beale‚ WD Bishop & M P Furmston‚ Contract Cases and Materials‚ 4th ed. (Oxford 2005) Cases · Blackpool and Fylde Aero Club Ltd v Blackpool Borough Council [1990] · Foakes v Beer (1884) [1881-5] All ER Rep 106‚ House of Lords · Central London Property Trust
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1.0 Introduction 1.1 Company Overview Sony Corporation is a leading global manufacturer of any information technology products for consumer and professional markets. It typically named as Sony‚ is a Japanese multinational corporation that is headquartered in Tokyo‚ Japan. It founded at 7th May 1946 and their co-founders of the company are Masaru Ibuka and Akio Morita. Sony have hired over 146‚300 employees in 2013 and its diversified business is mainly paying attention on portable audio‚ digital
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national government. However‚ there were many state and local government throughout this nation’s history that restricted the basic rights of their own citizens. Then came selective incorporation which is a process that saved many innocent people from prison for acting out their basic rights. Selective incorporation is not a law but it is a doctrine that makes sure the states’ lawmaker are not taking away American citizens constitutional right. This process opens a way to stop local and state government
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