Private Law

 By: Unknown    1:14 AM  No comments

What is law?

The law can affect many aspects of our lives, however, most people living in England and Wales have little understanding of the legal system that operates in these two countries. For many, their main knowledge comes from newspaper articles with headlines such as Murderer imprisoned for life, a thief caught in the act, young delinquent is released. This type of headline appears so frequently that it is not surprising that, when the law is mentioned, many people only think about the criminal law and the courts that deal with this type of case. Actually, the law covers a wide range of situations and the legal system in England and Wales has a variety of courts and methods to deal with different types of cases.

Within national legislation there is usually a clear distinction between public and private law. Public law involves the government state in some way, while private law deals with disputes between individuals or companies. Both public and private law can be subdivided into different categories.

Private Law:

Corporate law is very important in the business world: it regulates the way in which a company must be formed, establishes formal rules for directing companies and deals with the rights and obligations of shareholders and directors.

The employment law covers all aspects of employment from the original formation of an employment contract to situations of dismissal or unfair dismissal. In addition to these areas of private law, there are also laws related to land, copyright and patents, maritime law and many other issues, so you can see that the civil law covers a wide variety of situations.

Public law:

Like any business, you need staff to keep the business alive. But what happens when this gets ugly and the termination of contracts comes into play? This is an area in the law where alternative dispute resolution has been used for a long time in the form of (Consultative Conciliation and Arbitration Service). When a claim is filed with a labor court, a copy of that claim is sent to Consultative Conciliation and Arbitration service, who will communicate with the two parties involved and offer to try to resolve the dispute without the need for the matter to go to a court. Consultative Conciliation and Arbitration Service has specially trained conciliation officers who have a lot of experience in employment disputes.

 Role and Duties of a Company Secretary:

A company secretary occupies a high-level position in a private sector company or in a public sector organization, usually in the form of a managerial position or higher. In large corporations listed on the stock exchange in the United States and Canada, a secretary of a company is usually called Secretary or Corporate Secretary.

Despite the name, the paper is not administrative or secretarial in the usual sense. The company secretary ensures that an organization complies with the relevant legislation and regulations, and keeps board members informed of their legal responsibilities. The company's secretaries are the designated representative of the company in the legal documents, and it is their responsibility to ensure that the company and its directors operate within the law. It is also your responsibility to register and communicate with shareholders, to ensure that dividends are paid and to maintain company records, such as the lists of directors and shareholders, and annual accounts.

The secretary who must be appointed by a listed company must be a member of a recognized body of professional accountants, or a member of a recognized body of corporate secretaries / statutes or a person with a master's degree in Business Administration or Commerce or is a law graduate from a recognized university with relevant experience. However, the secretary of the company of a single member company will be a person with a degree from a recognized university.

 

Read More

Company Law and Commercial Mortgages

 By: Unknown    1:13 AM  No comments

There are many considerations that you should consider before embarking on a commercial mortgage. Perhaps no less important is being able to recognize the different types of borrowers and the legal framework under which they operate. It is also necessary to have a good understanding of the basic principles of business law associated with property. The different types of borrowers will include a sole trader, a partnership, a limited liability company and a limited company.

 Sole Trader:

A sole trader is often referred to as self-employed workers. There are current guidelines regarding what constitutes self-employment, established by HM Revenue and Customs. Guidance points include:

- Independent control on where and when the individual works.

- Capital and investment risk, including the contribution of the losses suffered.

- The ability to employ others to work under you.

- The supply of all necessary equipment.

Partnership:

There are two broad categories of association; a commercial company and a non-commercial company. However, in its simplest form, a company is defined as a group of exclusive merchants who conduct a joint venture in order to make a profit. This definition was first described in the Society Act of 1890. In most cases, a partnership will be formed after a formal agreement in writing, although it may also be formed on the basis of a verbal agreement or may even be implied . When there is no current agreement, it is assumed that all partners have an equitable share of the company's profits and assets.

As mentioned above, the two types of associations are:

- A commercial association: it is limited to 20 partners and will include crafts such as carpenters, builders, plumbers, etc. A business partnership has an implicit authority to borrow and offer security.

- A non-commercial association: this type of association does not have an upper limit to the number of members. This will include signatures of accountants, lawyers and other similar professionals. Certain partners in a non-commercial partnership may receive a salary instead of a part of the partnership. In turn, they will not have any responsibility for the debts contracted in the name of the company. Unlike a commercial society, there is no implicit power to borrow, however, partners can organize this power through the partnership agreement.

The main points that must be delineated with a company are that the assets are jointly owned by the partners (unless otherwise indicated in the company's agreement), who will also be jointly and severally liable for the company's debts.

Limited Liability Partnership:

A limited liability company is one in which the liability of each partner is limited to the capital that he or she introduced in the business, similar to the shareholders within a limited company. This type of partnership was established for the first time in 2000 with the arrival of the Limited Liability Companies Act of 2000. The scheme establishes that this type of company will be a separate legal entity that will be registered in the Registry of Companies.

Limited Company:

The basis for forming a limited company is through an issuance of shares. Apart from any initial investment, shareholders have no further responsibility beyond their initial investment. The company is seen as a separate legal entity with a different division of its directors. A limited company has the ability to borrow as long as such powers are stipulated in its memorandum of association. 

Read More

Role and Duties of the Company Secretary During Meetings

 By: Unknown    1:13 AM  No comments

The Company Secretary makes arrangements for meetings, including general meetings, and maintains formal records of the process and group decisions: the minutes of the meeting. This may include maintaining correspondence records.

The duties of the secretary in relation to the meetings of the Board of Directors and Shareholders before the meeting, at the meeting and after the meeting are described below:

Duties of Company Secretary before the Meeting: 

There are a number of things that the secretary needs to know before a meeting, most of which can be easily ascertained by asking the person who should preside over the meeting.

The most important are:

• Draft the notification regarding the holding of the meeting in consultation with the president and issue it at the appropriate time.
• To prevent an unauthorized person from attending general meetings of shareholders, an Admission Card can be issued to the members together with the notice of the meeting. The Secretary must see that the Admission Card is printed on time to allow him to send it to the members along with the notice.
• If it is the meeting of the Board of Directors, he should prepare the agenda under the instructions of the president. However, if it is the general meeting, you must draft the agenda under the instructions of the Board in consultation with the chair. There may be other people who have the right to add items to the agenda.
• The secretary has the role of making sure that the agenda is not overloaded, which may include discussing with the president and others what could be postponed for a later meeting and what could be covered in a written report.
• Must know what kind of notes or minutes are required (a) Formal minutes that state who said what, or (b) Short notes that record the agreed actions.
• You must know the term for the production and circulation of notes or minutes after the meeting.
• You must know the process to delete the notes for publication (a) Some presidents like to approve minutes before they are sent more. (b) Others prefer that they be distributed to several key attendees at the same time.
• You should see that the procedure of the previous meeting has been recorded in the minute book.
• He should examine proxy forms that have been received within the prescribed time and register them because members have the right to inspect proxy forms during business hours.
• You should see that the arrangement has been made to accommodate the members in a meeting, including the search for a place and the organization of adequate refreshments and any AV installation. You should also see that available members or voting slips that members may require at the meeting are available at that time.
• It is also worth finding out who is expected to attend, the organizations they represent and some of the issues that have been raised in previous meetings. This will help to understand what is happening. This can be done by looking at the last minutes of the meetings and also by asking the president what is likely to be discussed.
• The secretary is responsible for sending the documents for the meeting. This will include, but is not limited to, the agenda, the minutes of the last meeting and any document for discussion or information.

Duties of Company Secretary at the meeting: 

On the day of the meeting, there are several things that the secretary should do:

• Be sure you know who is expected to attend the meeting and provide a list of the attendees to the building security guards.
• Arrive early at the place and verify that everything is fine. Make sure everything is there, that the room is properly distributed, that all AV equipment works, that there are enough chairs and that a snack has arrived.
• Reflect on who sits where, and even mark a seating plan, as this makes a big difference in the way the meeting is held. Make sure that the chair is sitting centrally and that the secretary is sitting next to them.
• Make sure you have enough spare copies of documents for those who have not brought a copy. If there are many documents, it may be appropriate to organize them in a folder with the page / section numbers so that participants can easily find the documents related to the current discussion.
• If ID cards are used, place them in alphabetical order on a table by the door, where attendees can pick them up as they arrive.
• The Secretary must see that the attendance record of the members is kept ready at the entrance of the room where the meeting will take place.

Read More

Expand Your Business - Company Incorporation in Cyprus

 By: Unknown    1:12 AM  No comments

According to the data published by Eurostat, Cyprus imposes the second lowest tax rate for individuals and the lowest taxes on business profits among the countries of the euro area. The maximum tax rate for individuals in Cyprus is 30%.

Cyprus is one of the most advantageous places of residence for Russian and Ukrainian companies. In addition, it offers a high level of banking, auditing, accounting and legal services, which made Cyprus a successful international commercial and financial center.

The following types of companies can be incorporated in the Republic of Cyprus: 

•  Companies registered under the Companies Law, CAP 113;
•  Society established under the Association Act, CAP 116;
•  Branch of a foreign company established pursuant to article 347 of the Companies Act, CAP 113;
•  Cyprus Investment Firm (CIF) registered under Law 144 (I) ;
•  The International Collective Investment Plan (ICIS) established under the  ICIS Law;
•  Open participation commitments for collective investments in transferable securities (UCTIS) registered under the UCTIS of
  Societas European company.

Requirements for Company Incorporation in Cyprus:

Social capital: the amount of the nominal capital of the company must be declared and how it will be divided. This is usually expressed in euros, but can also be expressed in any other currency.

Shareholders: The company must have at least one shareholder. For each shareholder, the name, address, occupation, passport details, nationality and number of shares must be declared in the Companies Registry. Owners of shares who wish to maintain their anonymity may designate nominee shareholders to hold shares on their behalf.

Directors: The company must have at least one director. The names, addresses, occupation, passport details and nationalities of the proposed directors must be declared in the Companies Register. It should be noted that the residence of the directors is one of the key factors that determine the residence of the Cyprus company. For this reason, it is recommended that most of the directors of the company be residents of Cyprus.

Secretary: The company must have a secretary. The name, address, occupation, passport details and nationality of the proposed secretary must be declared in the Companies Register.

Registered office: The proposed address of the registered office of the company must be declared in the Companies Register.

Cyprus international company advantages:

• Introduction of the concept of resident and non-resident tax societies
•  Full adoption of the EU Merger Directive
• Total adoption of the EU Directive of the parent and the subsidiary;
• Full adoption of the EU Directive on mutual assistance and cooperation;
• Full adoption of the EU Rights and Interests Directive;
• Taxes on the worldwide income of tax residents and income from Cyprus for non-residents;
• The lowest corporate tax rate in the European Union of 10%;
• Business benefits exempt from taxes of non-resident companies;
• Profits exempt from taxes in the negotiation and disposition of securities;
• Profits exempt from taxes on the sale of subsidiaries;
• Income from dividends exempt from taxes

 

Read More