Professional Documents
Culture Documents
Protect
Protect
the buyer; the
L.D.
creditors
11,1967
Job of the Business Concern Owner:
1. Run the Business Concern
2. Sell the Business Concern
3. Do an investment (to do a free manager-ship contract or a
lease contract)
Free Manager
The owner remains the same of the Business Concern but he will sit
aside and have a different administration running the business.
The landlord has no authority here except in the case the free
manager has changed the nature of the business concern then the
landlord may raise a case on both the owner and the free manager.
Lease management/free manager-ship contract should be:
1. Run by the free manager and on his own responsibility.
2. Corporeal and non-corporeal must be under the control of the
free manager (including customers and good-will).
3. The subject of the free manager-ship contract must be
operating.
The responsibilities of the owner of the business concern &
the manager-ship:
1. Submit the Business Concern with all its elements (corporeal &
non-corporeal).
2. No competitor activities.
3. The creditors whose credits are not paid can ask the court to
declare that their debts are claimable.
4. The owner and the management are jointly responsible for
payment of the first 15days of signing. (People come for both
the Business Concern and the free manager)
Case:
George as a landlord signed a rent contract with Adel as a renter for
a certain apartment in the landlords building.
The contract gave Adel the right to use the place for selling flowers
and did a business concern that was sold to Fadi the new buyer, who
used it for the sale of video tapes.
Can Fadi use the place for selling flowers or videotapes? & Why?
No, because what is registered in the commercial register is the sale
of flowers. In the case of selling videotapes a new renting contract
must be made and registered in the commercial register to sell.
Must have a business concern existing
Free Manager
Must be registered in front of the chief clerk not the notary
Companies
Legal Nature of a Company
The company is more than one individual with the will to share
profits and afford losses (depending on the skills of ownership &
percentage of ownership). Also, through submitting and delivering
contribution in cash and in kind.
Partnerships must be merchants. Formed from
partners.
1. Partnerships
2. Corporations
3. Company of Shares/Joint Stock
4. Limited Liability (S.A.R.S)
Joint
Aims of this Company:
Company
1. Responsibility of the
in the
personal belongings).
U.S.
2. They divide the profits and afford the losses (All according to
percentage of their company ownership).
3. To carry commerce or industry.
4. Usually the parts owned by the ownership, the parts would be
executed in front of court (debts etc.).
Creditors first they go after their capital deposited in the bank
as liquid. Secondly, if the capital is not enough or is
insufficient then they go after the personal belongings.
If the mistake was because of one partner then all the
partners must support him but once the case is closed then
the partners can go after the partner whom made the
mistakes belongings.
The law considers each partner a regular merchant.
Status of partners as merchants would disappear in the case
that the partnership faces financial problems. (He can return
to be a regular merchant only if the debts were closed off.
Otherwise, if bankrupt then not for another 5 years.
- A partner can sell his colleagues his share of the company and get
out provided that the number of partners remains more than 2.
In the case that the partner wants to sell his share to a 3 rd party
(foreigner) then there will be a unanimous vote. If any one partner
rejects then it is called off.
- Administration belongs to all partners or to one of them or to an
outsider appointed as a manager and decided by a unanimous vote
and paid a salary. Must be authorized by the partners to do a business with another
company/business of interest whilst working as a manager. (PRIVATE
SECTOR ONLY)
In the U.S.
First 2 names of active partners and company Underneath it should be mentioned Limited Partnership
In the case the name of the sleeping partner is mentioned in the registration, he will be automatically
transferred/considered as a regular merchant.
Proprietorship
-
Constituent
Meeting
Ordinary Meeting
Extraordinary
Meeting
Establishers present
(registered the company)
Everybody to attend
(establishers and
shareholders)
Everybody to attend
(establishers and
shareholders)
They modify the objective
of the company
2
3
Participants
(number of votes as
per the amount of
shares) makes it legal
to take action and
vote
Choosing a chairman
(chief of board of
directors)
2 investigators and
preferable lawyers to
ensure that the company
is established legally
Secretary that types and
signs the minutes of
meeting.
2
3
If the
is not
1
2
is to be the quorum
1
3
is to be the quorum.
1
3
Quorum is
3
4
of the
2
3
of the
3
4
1
2
and
2
,
3
1
, provided
3
2
3
2
3
2
3
of
participants will
2
3
the
1
2
and the
participants
1
3
1. Company
of Persons
2. Company
of Funds
1. Company of Persons
Personality of the partner (good reputation, respectful and
well-ranked).
Max number of partners is 20 and the min number of
partners is 3. Signed in front of the chief clerk because it is
a commercial company.
No invitation to public (no foreigners are allowed to enter).
No shares or bonds (formed from parts), fixed price parts.
No transfer to 3rd parties (Parts do not transfer to 3rd
parties. Unless 75% of the capital agrees to it).
Can establish a branch anywhere in the world.