Q1: What is the definition of commercial
company?
1_ contract
2_ between two or more persons
3_contribute in a financial investment.
4_By providing property or services
5_ share profits and losses of the
project.
Q2: what are the differences between
civil and commercial companies?
1_ Civil Company should be subject to
the code articles ((485_ 453)), commercial company is governed by commercial
company law 2001.
2_ commercial company as a trader is
obliged to meet all duties of the trader.
3_ partner in civil company are not
trader, but they are liable for all the debts of the company.
4_commercial Company should be
registered in commercial registration and there status should Published. But
the registration of the civil company governed by civil law.
5_ in civil company the unanimity is
required in making a decision by majority.
6_ commercial company has an 8 shape,
civil company only one.
Q3:
Differences between partnership and company?
1_ partnership based on personal consideration, company
based on contribution consideration.
2_ legal personality: the company has a legal
personality but in the partnership each person represent him self.
3_ dissolved: partnership can dissolved if there is an
agreement between the members but in company the dissolved governed by
commercial company law.
4_ insolvency: involvement of the company not effected
in the partners, but if any person involvement in the partnership: the
partnership will breach and dissolved.
Q4:
what are the general characteristics of the company?
1_ Exists by two or more person.
2_Contribution of the capital.
3_Generate profits shared between partners.
4_intention of co-operation.
5_satisfy all requirement of company law 2001.
Q5: what is the memorandum of
Association?
The
essence of the company, an agreement made when one party accepts an offer made
by the other and must be creation and final.
Or 1_A contract between partners.
2_ its is the charter of the company.
3_Regulate the relationship between
members and company itself.
Q6: What is the memorandum of
Association?
1_Name of the
company.
2_The registered office of the company.
3_Its object.
4_The nominal capital and the
denomination of the shares.
5_Duration of the company.
6_The beginning and end of financial
year.
7_The liability of members.
8_Any other special requirement.
Q7:
what is the article of association?
1_the rules and regulation are formed
to be the Management of internal affairs for the company.
2_ Regulate the relationship between
members and company.
Q8:
what is the feature of memorandum of article association?
1_Any act beyond articles shall be
ratified by members trey do not violate the memorandum.
2_Define the relationship between
members and company.
3_Articles can be altered 1 extra
ordinary meeting.
4_Articles focus on content not the
form.
Q9:
what are the contents of the articles?
1_The power of
directors.
2_ mode and form in which the business
of the company is to be carried out.
3_Mode and form of changes in the
internal regulation.
4_ right, duties, power of the
companies members.
5_the important issues in the company:
A_ the issuing the shares
B_
appointment of the directors.
C_ directors
meeting.
D_transferability
of share.
E_ voting
right for chairman.
F_valuation
of intellectual right.
G_
policy, profits.
H_ winding up, notice to member.
Q10+11+12: what are the general elements of the contract?
|
Consent |
Capacity |
Object |
Reason |
|
1_the Consent: A_ the parties shall express their consent freely. B_ the consent should be not affected by any vitiation element: ·
Mistake ·
Fraud ·
Duress ·
Misrepresentation |
1_Age ·
·
·
Full capacity (up 18 years)… all contract allowed.
2_Mental ·
imbcitiy ·
Profanity ·
Insanity ·
Inattention |
1-
Making profit 2-
Non economic affairs shall not consider as a Company 3-
Article (3) of the commercial company law 2001" the purpose of
making Company": -
Obligation of contracting parties. -
The object shall be real, legal , possible 4-
Company shall not do the activities not mentioned in the memorandum
of association. |
1-
Intention to making profit. 2-
The subject shall be lawful. 3-
Shall not appose the public order and morals. |
Q13: what are the Specific elements?
Pluralism
of partners
1_The establishment of the company
should be according to Bahraini commercial law 2001(two person and more).
2_The one Owner Company is an exceptional.
3_So is the company left with only one
person, the company shall be terminated.
4_The limited partnerships by shares
require at least 4 joint partners.
5_The numbers of partners in Limited
Liability Company not exceed (50 persons).
Q14: Characteristics of contribution
Combining
of contribution
1_It's essential to form the company.
2_The contribution transfers the
contributor owner ship to obtain the status of partners.
3_By obtaining
the status of partners, directly will build the shares of partnership
"company" with right and obligation of such partnership.
Types
of contribution:-
1_Cash: - The simplest and easiest type of
shares.
-Remediate payment or later payment in
specific date.
2_
in –kind: "use
fact"
The
company or partnership received areal right on the property contribution,
whether movable or real estate.
3_
Contribution of services
A_ help the partnership by:
·
Experience
·
know ledge
·
profession
B_ this kind of contribution will not
affect him to be a member of the company and he has aright of sharing the
profit.
Q15: Formal element association with the
constitution?
A. Written
requirements
-
Article 61 (1) stated that the company's memo shall be
in Arabic and legalized by public notary.
-
Nullity of a company is the consequences of leaving
this formality.
-
So, if the
contract is not mode in written form this will be null and void.
-
For the purpose of informality of the contract,
partners and third party can seek for voidance.
B. The
registration of contract
-
article 7 (1) stated that the company do not enjoyed the juristic personality.
Against the third party unless their documents are published.
The
managers of the company are bound to publish in the official gazette.
-Article
7 (2) stated that the manager of the company or board members shall jointly
liable for any damages as a result of non registration.
Q16:
C. Restrictions
of nationality
-
For non Bahraini
1_joint partners of partnership should
be in principle Bahraini citizens.
2_Bahraini national should own at least
51% of the limited partnership capital.
3_Article 64 stated that the
shareholders shall be Bahrain or GCC countries.
4_However, act permits some foreign to
be a partner of the company in 2 conditions:
-
If there is a need for the foreign experience.
-
If there is a need for the foreign capital by approval
of MOC.
5_Bahrain offer servile advantages, the
government permits 100% foreign ownership for industrial and service company.
6_Shall establish reprehensive offices
and branches in Bahrain." So, there is no need for the local sponsors.
Q17:
Formation procedure
-
For the registration of a company certain document
must be submitted:-
1-
The application form indicting basic information of
the company attached to the memo + Articles.
2-
The director of the company shall review the memo +
Articles to conformity of the law 2001.
3-
Prior license + (non-objection letters) Director of
the company will refer appliance by written letters to related entity.
4-
The controller of the Company should be sure that
proposed name of the Company shall not be repeated with another company's name.
5-
Open a bank account and deposit the capital.
6-
Application of registration shall be submitted to the
MOC,should be indicated:
-
Name of company
and nationality
-
Objective of the company
-
Name and nationality of the directors
-
Name of directors authorized to sign of behalf of the
company.
-
Address of the company
-
Name and nationality of the person or company filing
the application
7-
If the register requirement are satisfies, the
register must record the company in the commercial register.
8-
Finally, Publish the Company in the official gazette.
Q18:
Sharing of pecuniary profits?
1_ Nature of profits
-
The partnership and companies are profit oriented
group.
-
The profit oriented from the company must be pecuniary
in the nature.
-
Making of pecuniary profit is dusting used from
charities and social association.
2_participation in the profits
-
The participation in the profits is very necessary.
-
Equal sharing of profit is non public order.
-
The share of each partner in assets and profit may
very forms another according to the provision of the contract.
3_
losses
-
Participation in the profit will lead to sharing the
losses.
-
The losses are shared equally among the partner unless
the provision of the contract stipulated otherwise.
-
A partner could not exclude from sharing the losses.
Q19: Effects of vitiation of the elements
of incorporation
A_The
Concept of nullity:-
·
Formal elements of Contracts are necessary for forming
the Company.
·
But in this Case, the Company still has to fulfill the
obligation, like to pay wages and salary.
·
The effects of nullity are (Retro Active).
·
The legal relation of the Company will be also
nullified.
- Economic
stability
- Credit
-
Collapsed
B_The relative nullity:-
·
Means the partner of Company should be willing,
interested and competent.
Means (Based on the consent of the
contracting parties).
·
So if the partners affected by mistake, duress, fraud,
the contract will be voidable and in this case the effected members only can
claim for nullity.
·
In this case, the nullity of membership of one partner
of the partnership Contract may lead to the termination of the partnership.
C_The absolute nullity:-
·
If the object for example illegal or impossible or the
reason is Contract to the public order the Contract will be null or void.
·
Partner's third party may sue for nullity.
·
If the Company was nullified before Commencement of
activities, this will not lead to serious consequences, EX (the capital shall
back to contribution).
·
But it after the Commencement of activities all
capital, profit and losses should be divided among partners.
·
But the question here / can the Company in this case
seek for nullity of transaction with third party? Answer: Yes but this right
should not violate the good faith.
D_
specific nullity:-
# If the contract and its
amendments are not chartered, partners may not claim nullity against third
party because the charting is a duty of the partners not third party.
# in this case, the partners relation
ship shall not be effected be for filling a law suit to nullity the company's
memo (art6).
# the nullity here is not absolute by
the way; the partners can avoid the nullity by charting the contract be for the
judgment of nullity.
Q20:
Legal
personality companies: the concept of judicial personality#
1_ is a group of individuals (or amount of merger) seeks a specific goal
recognized by law (moral person).
2_ in Bahrain: all companies and partnership save co operation
firm is "juristic" person with of course the capability of assuming
legal rights and duties.
3_ it's districted and separated from their members who enjoy
the natural person.
4_ although the company has a
legal personality, the companies can only act through their human agents.
#
Legal personality of companies in Bahrain:
1_ all companies established in Bahrain shall enjoy the legal personality
upon its registration (art8).
2_ however the legal personality does not affect the third part
unless the company is published.
# Consequences of company's legal personality:
Companies enjoy many of the rights and obligations attributed
to the individual.
*Nationality *ability to
own *to sign contract *power to sue
1_ Name of the company:
- Company as "trader" should have name.
- This name should not be prohibited.
- This name must be districted and must be stated in memo and
business letter and entrance.
- The name of partnership shall consist of all names or one
name with words (8 partner's orca) sees (art 27 of commercial art 2001).
- The name should be different from the company's already
registered.
- It shall not be offensive or constitute criminal offence.
- The name of company
must not include names unless it mentioned in law, but in this case we should
add the company's typos like W.L.L (art66)
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