legal capacity
1_ the capacity of the company has the capability of holding rights, obligation within the limits of object.
2_the Company shall only carry on activities mentioned only in the memo, any thing outside shall be void.
3_the Company as (juristic person) has same legal capacity as human being.
4_ the decision of the company shall be taken by nature person (manger), and he is responsible for his act.
Q22: Domicile
1_ the company should have its own domicile which independent of its members.
2_ the domicile of the company is the actual management headquarters "where the manager perform his activities.
3_ the confuse between the "headquarters of the company where the company's doing business activities or usually have their domicile the place of registration art (4_3)"
Q 23: nationality
1_ a company as "a legal person" shall have a nationality.
2_mostly the legislation has general mostly the nationality of the state.
3_ nationality determined by place of the registration art (4).
Q24: separate legal status (patrimony)
1_ the patrimony can be defined as total pecuniary assets (property) and liabilities of person in a specific time.
-the property of the company is the capital of the company.
2_ the responsible of the debt of the company distinction between a partnership and a company.
_for the partnership: they have unlimited liabilities which means that partners are jointly liable for the obligation of company to their personal property.
_ For the company (corporation): the partners are liable only for their contribution in the capital.
Q25: limited liability
1_ in general, The company is responsible for its own debts.
2_ but, in limited liability, the shareholders will loose their investment in the company but they will not be responsible for the debt of the company.
3_ just the human has this restriction to their legal personality (like the children) not the company which can have a limited or unlimited liability.
Q26: the legal personality of the partnership
1_the Bahrain commercial company act (2001)has granted the partnerships the legal personality.
2_the members of the partnership are fully and jointly liable for all its transactions with third party so, the third party can claim their rights form any partner for they are jointly liable.
3_ so this leads that the partnership may be affected by the death and bankruptcy of any partner as the partnership will be dissolved.
4_ as we know the partnership has three major features:
# created by any agreement
# formed by at least two or more.
# the joint owners are all personally; liable foe any legal action and debts the company may face.
Q27: conversion of companies
Definition: the conversion of a company or partnership is an operation by which its legal form changed to any other from. For example: the close joint stock company changed to the public stock company.
1_ the conversion of the company or partnership can be done during the comprise life for many purposes such as: economic, legal.
2_accordind to Bahrain law conversion of company doesn’t lead to creation of a new legal entity but it will be a continuation of the original company art (309).
3_ conversion of with limited liability company (W.L.L) to Joint Stock Company is obligatory if the members are more than 50.
Q28: conditions for conversion
A_ General Conditions:
1_ the conversion of a company to other form can be carried out only of annual a count have been approved by general meeting.
2_ the closed joint stock company can be converted to the public stock company by at least two years lapsed since the company was registered.
3_ the conversion decision shall not issue be for the company's manager propos a report on the company's assets and liabilities.
4_be for conversion, the creditors shall be given a sufficient guarantee art (31).
B_ specific conditions:
The conversion of the close joint stock company to public joint stock company can be by fallowing provisions
1_the nominal value of the issued shares has been fully paid.
2_at least two financial years must have already elapsed.
3_the Company must have realized, through exercising its activities for which it was established, distributable net profits of not less than 10% of the capital on average during the two financial years preceding the application for conversion.
4_ the conversion resolution shall be issued by the extraordinary general assembly of the company by a majority of three-quarters of the shares of those present.
5_the issue of a decision by the ministry of commerce and industry declaring the conversion of the company into a public joint-stock company, and this decision shall be published together with the company's memorandum and articles of association at the expense of the company.
Q29: procedural rules:
1_ the decision of the company's conversion should be based on its manager report of assets and liabilities for two years (signed by auditor, ratified by Moc)
2_the assets shall equal to 10% as net profit plus the capital.
3_ the proposal of conversation shall be submitted to extra ordinary meeting.
4_ such conversion shall not be effected be for 60 day from date of publication in official gazette.
5_ for companies to convert, they must repay tiller loans (W.L.L).
Q30: 60 days in official gazette
1_ published in the official gazette.
2_ published in, at least, one of the local newspaper.
3_ recorded in the commercial registry.
4_ elapse of sixty days without objections by partner or creditors.
جزا الله من اعده خير الجزاء Alanazy
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