Q31:
# Effects account of company
1_ there is no need to close an account of company.
2_ if the current financial year expires, annual reports of account for the whole year are papered.
# Effects on the partner
1_ the partner may withdraw from a company and recover their value shares.
2_ the partner keeps the seine number of share in previous from of company.
Q32:
Merger of companies
1_ Definition: is a combining of two or more previously separate firms into single legal entity.
2_ a merger involves the mutual decision of two companies to combine and become one entity and the combined business through a advantages secured by the merger which can cost and increase the profit.
3_ merger may come as a result of negotiation between two or more co operations interested in combining.
Q33: why do companies merger?
1_to improve company performance and share holder value over the long terms.
2_merger are performed in the hopes of economic gain.
3_ the firms involved in the merger must be worth more together than they were apart.
4_specific reasons for the merger:
A_ synergy: the combining business activities perform once will increase and the cost will decrease.
B_ Diversification, sharpening business focus: a company that mergers to diversify may acquire another company in unrelated industry to reduce the impact of particular industry's perform once on its profitability.
C_ Growth: merger can give the companies merging an opportunity to grow market share.
D_ Increase supply-chain pricing power: by buying one of its suppliers or on of the distributors a business can eliminate a business of cost.
E_ Eliminate Competition: this will allow the merger company to eliminate Future competition and gain a large market share in its products market.
Q34: Types of merger:
1_ vertical combination
Accompany take over another company to expand and assimilate the recourse and integration towards market owner:
A_ its gains a strong apposition B_ control most of products.
2_ horizontal combination
Company stronger the company, company same level company
A_ a merger of two companies which are at same stage of economic.
B_ the purpose to eliminate the duplication of product and elimination of competition.
3_ combination circle
A_ companies producing destine products seek to merger to share common distribution.
B_ to obtain large economic scalp.
C_ eliminate the publication and seek for enlagmeat.
4_ conglomerate combination
A_ two companies with different in dust rid process like campy with steal company.
B_ the purpose: inst for financial resources'.
C_ to entrance the overall stability of Merger Company.
Q35: Types of merger in Bahrain law?
*statutory merger *statutory consolidation * _ Acquisition
1_ Acquisition:
Definition: one company buys another by acquiring majority of its assets, more than 50%, both of the companies survive.
Conditions:
- The merged company shall pass resolution of winding up by extraordinary general meeting.
-the merged company shall be evaluated in accordance to the law govern in-kind share.
-capital amendments (amend).
-partners shares based in capital in crease.
2_ Consolidation:
Definition: combination of two or more companies which an entirely new firm is created.
Consolidation procedure:
- The merged company shall pass resolution of winding up by extraordinary general meeting.
-the merged company shall be evaluated in accordance to the law govern in-kind share.
-capital amendments (amend).
Q36: winding up
Winding up definition?
1_ Is process of putting on end to the life of company.
2_ The company give up its business sells off its assests; pay its debts and distyubets remains assests amongst its members. –must be notified in the official gazette.
3_ The process will begin after the court posses the order of winding up.
Q37: causes of winding up?
1_Winding up by law.
2_ Expiry of duration of company unless a (memo of asso ….) the renewal.
3_ Achieving the objectives.
4_ Destructions of all are most its assests.
5_ Merging the company with others.
Q38: voulantory winding up?
1_ The company is a contract between a partners, so it can be dissolved before the expiry date by partner’s agreement ((majority)).
Q39: compulsory winding up?
A. Winding up by court :
1 )The court can dissolved the company if there is a to do so, for ex: if the member did not fullfill his agreed contribute of capital.
2) If one the partner did not show any interest of working.
B. Dissolving of company is part of public order.
C. The court can not winding up the company just because unhealthy relation between partners.
Q40: striking off registration of the company _ the MOC may strike off the company in to cases :
1_ If the company fail to commerce its business within one year from its incorporte .
2_ If the company suspended its business for period exceeding one year without justifiable cause …
3_ MOC may not take this decision before serving a notice to the company.
4_ The decision of the striking off is not final as any party has a right to appeal in 30 days from the date of publication in official gazette and be has 45 days to object the registration of appeal before the high civil court.
Q41 : special causes of winding up the partnership ?
Art (322) summarized the reason of winding up the partnership :
1) Withdrawal of partner from partnership ..
· Withdrawal must be in good faith ..
· Withdrawal shall be in reasonable time after notification of other partner ..
2) Death , insanity and bankruptcy of partner …
·(memo of A ) may provide a continue with heist of partner ..
· Minors consider as silent partner and no need for s decision for court to keep the minors in the company …
· (memo of asso… ) if not provide winding up because if this (death , insanity and bankruptcy ) unanimously agree to continue the company a many them .
Q42 : Special causes of dissolving (L.P) limited partnership by shares ?
1_ The partner as divided into silent partner who only finance the company and partner responsible for incorporation and management of the company ..
2_ This company may be dissolved if any of partner withdraw , death and bankruptcy.
3_ Exceptional :
· Dissolution is not part of public order may not contain this provision , extra meeting may decide the continue of company .
· If the memo contain that the company may convert the other from of company .
Q43 : liquidation of the company ?
1_ Is a stage as process by which company is bring to end ( assists , property )
2_ According to Bahraini law every company shall be in state of liquidation upon dissolution
3_ The manager shall carry on managing the company and shall be considered a liquidator toward third party until a liquidator is appointed …
Q44 : company's legal personality during liquidation?
* the company shall maintain it's legal personality during the liquidation period
* this rule has several consequences:
1_ The company is entitled to exclusive use of it name although it must be follow by the phrase.
2_ The company retains its registration and ownership of its assets
3_ The company's body shall remain during the period of liquidation, but their powers shall be confined to the liquidation measures.
Company may continue to carry on business during liquidation under the liquidator supervision.
Q45 : appointment of liquidation?
* consensual liquidation
- The partners or the extraordinary general assembly shall appoint from among the partners or others.
_ a liquidator to undertake the company's liquidation and determine his remuneration.
- The liquidator shall be appointed by the simple majority.
- The statue of the company may provide for appointment of liquidators and set out their powers and duties.
* Judicial liquidation
- Is ordered if the company's dissolution or nullity is decided by the court.
- Made by the court if there are no provisions of liquidation in the statues of company.
- Even if there are provisions for liquidation a judicial liquidation may be ordered at the request of the majority of partners.
Q46: publication of liquidation?
Shall be published in one of the local daily newspaper.
The liquidator shall follow up the entry procedures.
Q47: Dismissal of liquidator?
* the liquidator is dismissed in the same manner he has appointed.
* if he was appointed by the partners or the general assembly he may be dismissed by the same way.
* the court upon a request by partners or shareholders for acceptable reasons may disqualify the liquidator and replace him.
* the ground in which a liquidator may be removed include personal unfitness due to. Example:
The wishes of a majority of the creditors where the company is insolvent, or unwilling to prosecute a clime.
Q48: company”s legal personality during liquidation?
1_ the company shall maintain its corporate personality during the liquidation period necessary for liquidation.
2_ this rule has several consequences:
a. first, the company or partnership is entitled to exclusive use of its name although it must be followed by the phrase (under liquidation).
B .second , the company or partnership retains its registration and ownership of its assets.
c. third, the company’s bodies shall remain during the period of liquidation , but their powers shall be confined to the liquidation measures , and the company may continue to carry on business during liquidation under the liquidator’s supervision.
Q49: Appointment of liquidation?
* Consensual liquidation :
1_ the partners or the extraordinary general assembly shall appoint , from among the partner or others.
2_a liquidator or more to undertake the company’s liquidation and determine his remuneration .
3_ the liquidator shall be appointed by the simple majority by which the company’s resolution are passed.
4_the statues of the company or the partnership may provide for appointment of liquidators and set out their powers and dutes.
*Judicial liquidation:
1_Is decided by the court.
2_made by the court if there are no provision for liquidation in the statues of the company.
3_even if there are provision for liquidation a judicial liquidation may be ordered at the request of the majority of partners.
Q50: publication of liquidation ?
Shall be published in one of the local daily newspapers , the liquidator shall follow up the entry procedures.
Q51: dismissal of liquidator?
1_the liquidator is dismissed in the same manner he was appointed .
2_if the liquidator was appointed by the partners or the general assembly he may be dismissed by the same way.
3_ the court, upon a request by partners or shareholders , for acceptable reasons, may disqualify the liquidator and replace him with anther.
4_the ground in which a liquidator may be removed include personal unfitness due to the wishes of a majority of the creditors where the company is insolvent or unwilling to prosecute a claim.
No question that the liquidator may be dismissed , but the question is:
*can a liquidator resign form his position ?
1_Although , n rules in the Bahraini Commercial Companies law this question , but , as nobody can be enforced to work beyond his desire , the liquidator , logically.
2_May resign by giving notice to the court before the competition of the liquidation.
Q52: duties of the liquidator?
1_he should work for the full interest of the company and must avoid in position of conflict of interest .
2_the liquidator carry out an inventory of the company ‘s rights , assets and liabilities and a balance sheet shall be prepared and signed by him.
3_ the liquidator managing the company’s affairs.
a. shall take the necessary action to safeguard the company’s property and rights.
b. shall recover the company’s right with third parties.
c. shall immediately deposit the amounts he receives in the account of the company under liquidation with any of the banks.
4_ as the liquidator is in a fiduciary relationship with the company , he is liable for his own activates and he should act within the requirements of the liquidation operation.
A. Initiate new activities unless they are necessary for the completion of the liquidation activities.
B . shall the assets of the company as a whole without permission from the partners or the ordinary general assembly.
5_ the liquidator shall complete liquidation within the period specified in his appointment document.
6_to enable the partners informed by details of the liquidation , the liquidator shall submit every six months to the partners or to the general assembly an interim account on liquidation.
7_as matter of procedures the liquidator shall notify all the creditors of the commencement of liquidation and invite them to submit their claims.
8_ Finally , once the liquidator completed the liquidation he should:
A . submit to the partners or to the general assembly a final account on liquidation which shall be completed only after the approval of the final accounts.
B . the liquidator shall enter registry and publish it in one of the local daily newspapers.
C .apply for striking off the company from the Commercial Registry.
Q53: powers of the liquidator?
1_to pay all the debts of the company in full.
2_to make any compromise or arrangements with creditors or claimants againset the company.
3_ to bring or defend actions and any legal or arbitral proceeding in the name and on behalf of the company.
4_to carry on business of the company so far as may be necessary for the beneficial winding up of the company .
5_to sell any of the companies property.
6_ to do all the acts and to execute , in the name of and on behalf of the company , all deeds receipt and demounts.
7_to prove , rank and claim in the bankruptcy , insolvency sequestration of any contributory for any contributory for any balance against his estate.
8_to draw. Accept , make indorse any bill of exchange or promissory note in the name and on behalf of the company.
9_to take out in his official name letters of administration to any deceased contributory and to do in his official name any other act.
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