Liability Company Constitution

Questions: 1. Register a proprietary limited co.you should refer to section 117 of the corp. act, complete an application form and and prepare all relevant consents nb section 117(2).you must also create a share register nb sections 167, 168 and 169. 2. Research then explain the reason and justification for the following sections of the corp act :- section 124; section 129(1) and section 588m(3). Answers: Part 1: Liability Company Constitution Statute ,Title Name, Duration and Purpose of Article One Name. The legal person is called FINLEY LIMITED LIABILITY COMPANY this is also called the name of the company . The objective of the company is to engage in the wider and general import, distribution, marketing, design, manufacturing and export of all goods relating to construction. It deals directly through representation in the country and several international brands in the industry, nationally and internationally Constitution and by-laws of the company. Consent of the company Holder assumes the quality of the establishment of the company and the factors affecting the right decisions must be recorded in the book of legalized acts in accordance to Article 40 of Decree Law number 21621.The consent form is signed by both the directors and shareholders consent form. The companys final step is to take the incorporation process when submitting the directors and the shareholders forms of consent. Additionally, the directors consent form can be signed by one of the directors or all of the directors depending on the number. The company can also engage in providing advisory services for the implementation of hospital and medical-education related services, seeking to initiate, grow, implement, solidity and permanence to their own doctors and customers. Correspondent may be asked to approve or disapprove the accounts and balance sheet of each fiscal year to coincides with the calendar year; The shareholders consent form may be signed by one of the shareholders to represent the general class of the shareholders which is not possible to be signed by all share holders. Items to be considered in consent letter and information to be provided are to help to Provide for the application of benefits by observing the provisions of decree ,decide on the formation of reserves faculty. Other information is how to appoint and replace managers and liquidators, Provide investigations, audits and balance, Amendment of the Statute, Increase or decrease the capital. Also, Change in the name, subject and address of the company transform, merge, spin off, dissolve and liquidate the company. Decide on all other matters requiring the interest of the company are also contained in this letter. Internal management: The first General Manager by operation of the law is stated in the primary transitional provision of these minutes. The term of office of management is in determinate. The Contractor shall determine the remuneration amount of use. The appointment of Managers and Deputy Manager can be revoked at any time by the Management. The head charges also they end up civil incapacity or death. In case of resignation, removal or temporary impairment charge of General Manager, the head should decide who should replace him in his functions. Management is the organ responsible for the administration of the company. internal Management is formed by the following: - The General Manager, Owner or Manager, if the General Manager is occupied by the Holder; - The Sub Manager; - The Regional Managers; - Managers are individuals with the capacity to contract design and hire the Contractor (Dine and Koutsias, 2007). B.1) The General Manager is responsible for the administration and representation of the company and management of all business and must give the holder this regularly all acts and contracts in compliance to the duty and exercise the other powers provided by law or conferred on head. B: the company is guided by a combination of replaceable guidelines and a constitution. The General Manager has the legal, civil, commercial, legal, tax fiscal and administrative representation of the society. he also has the following functions: a) to organize the internal rules of the company; b) Ensure that accounts are up to date and prepare accounts and balances; c) Represent judicially and extra judicially items, company can replace its powers of representation in all judicial or administrative proceedings, including those conducted before the labor authorities, acts, hearings, proceedings, extrajudicial and judicial reconciliations with the general powers and special mandate as necessary to third parties, revoking such powers and resuming his powers as often as it deems appropriate Additionally, he can hire and fire employees, excluding managers, and fix their remuneration. Hire professional services of any specialty in the form of civil service lease agreements. do all acts and execute all kinds of contracts and agreements on behalf of the company that are necessary to fulfill the object of it, without specific authority granted by the Contractor. Share register including a class of redeemable preference shares A share register contains the following items, the specific allotment date or share issue date, the number of given class of shares, each share numbers allotted, share certificate and whether or not they are fully paid up, unpaid and the amount of money paid. In this case, the shares allotted are 750,000 shares. The class is fully paid ordinary shares with redeemable preferential snares making 10% of the total number of shares. The date of allotment is the establishment day of the company which is 25/05/2016. Acts involving disposal of assets constituting the fixed assets of the company require specific power granted by the Contractor, commercial operations, acts and contracts; inform the holder at each session of affairs, running and business of the company (Hannigan, 2009).Keep a minute book in which it shall identify the decisions of the Contractor and the General Manager. Part 2: Sec 124 of Corp Act This section gives the right to accompany the legal capacity as an ordinary individual of the country of Australia and includes the right to make any agreement. It is reinforced by article 125 which states that performance of an agreement shall not be deemed invalid only because it supersedes the constitutional power of the company. Sec 129 It states that assumptions which can be made in presiding sec 128 is that replaceable rules and guidelines together with the constitution have complied with any person holding office of the director, chairman or company secretary, any other officer or agent in conducting performance duties which are proper. Guide on documents duly executed with or without a company seal. Sec 588M It gives guidelines on insolvent trading relating to recovery of compensation from the loss. The directors of the company can incur a debt acquired by the company and can be sued by the creditors for the same. The company can finally be wound up due to insolvency. It futher continues to say that whether the director has been charged or not for the offence, a civil suit can be instituted for recovery from him. Full recovery can be done from the director and can only be done within 6 years after the company is wound up. The capital is represented by shares or shares that have been issued in favor of the shareholders or partners as evidence of its participation in the entity. In consideration of their rights and limitations, shares may be ordinary or preferred. We can consider, for analytical purposes, that the former are "usual" or "normal" company shares, while preferred shares are that its shareholders owners should receive dividends before dividends are paid to owners of shares common. References Dignam, A. and Lowry, J. (2009).Company law. Oxford: Oxford University Press. Dine, J. and Koutsias, M. (2007).Company law. Basingstoke: Palgrave Macmillan. Hannigan, B. (2009).Company law. Oxford: Oxford University Press. Lettau, M., Ludvigson, S. and Ma, S. (n.d.).Capital share risk and shareholder heterogeneity in U.S. stock pricing. Mutuals' Redeemable and Deferred Shares Bill [HL]. (n.d.).