1. Private Limited Company – In this form, the liability of each shareholder is limited to the extent of the unpaid amount of the shares value. A Private Limited Company cannot make or accept deposits from Public and there are also some restrictions on the transfer of shares.

2. Public Limited Company – a company with unlimited number of shareholders and also entitled to have public subscription of shares or debentures. In this form, the business is not automatically commenced on its incorporation. In addition thereto, it is also required to obtain “certificate for commencement of Business” by issuing its business prospectus or statement in lieu thereof.

3. Section 25 Company – This particular form is adopted by entities whose main business object, involves one or other of the educational, religious and charitable activity, and is not the profit making from the activities they intend to commercially take up. In other words, these are “Not for profit Company”.

Pre-requisites for incorporating a Business Company –

The procedure and requirements are more or less the same for all types of business companies. The only difference is of minimum number of Shareholders & Directors and the minimum amount of Share Capital thereof. The said requisites in case of a Private Limited Co. are described as follows –

minimum number of Individuals to act as Directors is 2 (two);
minimum number of Shareholders, whether natural or artificial is Minimum 2 and Maximum 50;
and Minimum Share Capital requirement is of INR 1 (One) Lac.

which in the case of a Public Limited Co. is as follows –

minimum number of Individuals to act as Directors is 3 (three);
minimum number of Shareholders, whether natural or artificial is Minimum 7 and Maximum unlimited;
and Minimum Share Capital requirement is of INR 5 (Five) Lac.

The other notable requirements are as mentioned below -

1. Foreign national can also be the Directors. Persons to be appointed as Directors are also required to have Director Identification No. (DIN) and approved Digital Signature (DSC);
2. Company Name which must be indicative of the main business of the company and not resembling with already registered / approved company name(s). Where proposed names of Company are based on a registered trade mark or is the subject matter of an application pending for registration, then details thereof are required;
3. Consent Letter(s) of the appointee Managing Director, Director(s), Manager or Secretary of the Company;
4. Physical address in India for communication as its Registered Office, which need not be the address from where the actual business is conducted. Even the address of the solicitor firm's with serve the purpose;
5. Memorandum of Association, i.e. Company's charter containing its name, registered office, share capital and (business) object for which it has been formed;
6. Articles of Association – for internal regulations of the company;
7. For incorporating a Wholly Owned Subsidiary (WOS) or joint venture by a foreign Company, the Power of Attorney (POA), Company Board Resolution and memorandum & article of association should be executed by the parent / foreign company for authorizing a particular person or firm to act as its lawful attorney for such Co. incorporation. Further, the amount of Proposed Authorised Capital is also required to be checked in view of proposed business activity and FDI sectoral cap and government approval requirements thereon;
8. Where a foreign national / resident will be signing as subscriber on the company incorporation documents or being appointed as its Director, such POA and parent company’s memorandum / incorporation documents are required to be attested by the Notary Public in the country of foreign company / national / resident, clearly mentioning registration No. and date up to which the Notary Public has the authority to notarize the documents. Such attested POA then requires the attestation of the Indian Consulate in that Country.

Information & Documents for obtaining DIN and DSC of Directors –

1. Complete Name, Father's Name, Resident Address, Date and Place of Birth as given in their Identity and residence proof. Even married women are required to give father's name. If proposed Director is already Director / Promoter in any other Indian company, then Company Incorporation No. (CIN) of that company;
2. Documentary Proof of identity and Address (Copy of PAN / Voter ID card / Driving License / Passport);
3. Passport Size Photographs.

Normally, a law firm is collection of numerous litigation attorneys which work under a common company banner and aim at accomplishing a consistent aim or goal. The delicacy of the corporate law firms Canada is to provide the legal requirements of the businesses in and around Canada.

Corporate law attorneys Canada supports companies involved in the development, distribution and use of innovations, trademarks, patents as well as copyrights. Online legal services of Toronto provide corporate law firm services to establish firms whether they are small businesses or medium or large corporations. Existing firms can also use the online legal services.

It provides low-fee based legal solutions which you can use to get more information pertaining to employment as well as labor laws. Online legal services include commercial law, corporate law, e-commerce and technology.

List of few online legal services:

Personal injury lawyers
Patent lawyers
Trademark lawyers
Intellectual property attorneys
Copyright lawyers
Music lawyers
Entertainment lawyers
Litigation attorneys
Licensing lawyers
Contract lawyers
Franchise lawyers

Few online legal sources consist of legal contracts, legal advice as well as motion law services and production contracts. To give the legal solution, legal services - Canada recognize the problem, design a strategy for it and then after implement dynamic practical solutions for the problem.

Online legal service is available with cost-effective, cheap, competitive and affordable rate without forfeiting superiority as well as excellence. Along with above listed legal services you can also have solution for notarization of documents, statutory declarations, notary public, certified copies, and certification of documents and consent to travel letters.

In Toronto and the GTA, in the Province of Ontario, Canada there are many law firms with good reputation that can give you dedicated and cost-effective services. So you have to take care of many things while choosing a law firm. In other words, certain important factors have to be kept in mind while making a choice of law firm.

Expertise and Experience

Law firms which possess knowledgeable and expert attorneys are always noted for their excellence. Thus, opt for such firms as they will be able to provide you innovative legal solutions in the areas that you need legal assistance. The lawyers in the law firm should be able to provide creative solutions for your legal problems and should be capable of helping you out of any business transaction or litigation problem, no matter how sophisticated and complex the legal issues may be.

Track Record

Experience plays a vital role, so it is necessary that the law firm has good experience in dealing with lawsuits. You can ask for the results of the cases that have been handled by the law firm in the past or get the information about the number of cases won by the firm. In addition, you can also get suggestions and directions from your friends and relatives about a particular law firm. You can also ask the existing or old clients of the firm about the reputation of the law firm.

Client Services

The firm you hire should be able to tell you all about the minute details of your legal process which you may not know while filing litigation. These little things if properly implemented can help you in your legal process. The firm should also be able to provide regular feed backs about the ongoing process.

Staff

The result of your legal suit also depends on the efficiency of the staff of the firm. A properly trained staff, having enough knowledge and experience in the area can surely help you win the case. They should give timely response with proper legal guidance. They are effective communication tools between the attorney or lawyer and the client.

Remember these things while choosing a law firm

Many law firms in the city of Toronto provide their legal advice whenever required by small business houses. However, it is very difficult to judge which firm provides the best services. Just look at the few tips that help you get the best legal support.

It is important to understand your business before you hire any legal firm. The business requirement of the small firm is limited to a certain field when compare to large organizations. Thus, it is necessary to know your business well before going for the hiring option.

Narrow your search

It is better to narrow your search as per your business requirements. This way you have only look for those firms that can efficiently provide you services. Some law firms are there who deal with business like employment, labor law, commercial collections, copyright, trademark, etc. some firms are specialized in providing legal advice to small and medium sized services. Such firms can understand your problem better and provide precise legal support.

Check the background:

Before either hiring it is always advisable to check the background of the firm by visiting it or asking somebody you has hired their services. This way you can understand the kind of legal service they provide.

Ask for reference:

Just ask your friends, relatives and colleagues if they know any reputed law firm that provides excellent services. Those who had better experience in seeking legal advice can better guide you and refer to the firm. However, you have to be sure that the reference provided should match your business field.

Thus, it is a very difficult task to choose a legal firm. For a small business, one has act wisely in order to choose the right firm. The above tips will surely help you to hire the right firm. You can even check at Opara law firm for further details.

Depending on the type of wrongful death lawsuit the lawyers are fighting, and the amount, wrongful death lawyers will charge anywhere from 30 to 50% of the damages awarded. There isn't any one standard for how much lawyers are allowed to receive, though the norm is usually below 40%. If the case goes into very high millions, often they'll accept a lower percentage of the award. This works especially well in class action wrongful death lawsuits.

One of the determinants in figuring out what percentage a lawyer might charge in some instances is how much in expenses a lawyer figures they might have to pay out of their own pockets. Expenses aren't always fully reimbursed, and because lawyers don't always get money if they happen to lose the case, they'll look to find ways to recoup their losses whenever they can. Something that happens from time to time is the plaintiff will get a little bit of money from an outside source that's related to the case in some fashion. Lawyers will usually write something in the contract that they get a percentage of that money that goes against their expenses, and will have it returned if they win the case. That's a caveat that some plaintiffs forget when lawyers ask for a portion of that money while the case is still being litigated.

The part about lawyers not necessarily being paid if they lose is that, sometimes, the judge will state that the defendants have to pick up all court costs and attorneys fees, even if their clients didn't win. That happens at least half the time, although it rarely happens in the case of a civil suit. It's totally at the discretion of the judge, which means it's something that no one is ever sure will happen at the time.

1. Introduction-

The United Kingdom has enjoyed a system of company registration since 1844. In these days, company registration matters are dealt with in law, by the Companies Act 1985 and the updating legislation contained in the Companies Act 1989. Companies’ Acts have been around for the last 150 years, and are designed to set the framework in which companies with limited liability must work. The Companies Act 2006 received Royal Assent on 8th November 2006 and effectively replaced existing company legislation by re-writing, updating and modernizing company law.

Business today is often a multi-national activity. British companies may carry on activities in other states and companies from other jurisdictions may carry on business in the United Kingdom.

English law provides two main types of organization for those who wish to associate in order to carry on business for gain: partnerships and companies.

Public companies are permitted to invite the general public to subscribe for the shares, whereas private companies are not. The shares of a public company may be officially listed for trading on a recognized investment exchange for example, the London Stock Exchange. The shares of a private company may not.

The term “Company” implies an association of a number of people for some common object or objects.

2. Company formation & trading structure-

When starting a business, it important to select the most appropriate trading structure. There are four main trading structures available:
Sole trader (Self-Employed)
Partnership (Self-Employed)
Limited liability partnerships (LLPs)
Private limited company (Ltd)
Public limited company (plc) (including “listed companies”).

3. The Sole trader (Self-Employed)-

The sole trader is the amoeba of the business organization world. As the name suggests, the sole trader operates alone and, as such, is the simplest form of trading structure. The liability of the sole trader is total. This means all financial risks are taken by that person and all that person's assets are included in that risk. Legally there is no distinction between the sole trader’s personal and business assets and so if the business goes badly the creditors can go after his/her home, car or other assets in satisfaction of business debt. The risk to the sole trader of doing business is large but there is no need for a formal organizational structure. Without insurance you could lose everything.

Accountability and regulation – there is very little regulation and official accountability associated with sole trader status. Because they are not registered with Companies House, sole traders are not required to file annual accounts or reports (other than for the payment of income tax).

4. Partnership (Self-Employed) -

Partnership is the relation which between person carrying on a business in common with a view of profit” (s. 1(1) of the Partnership Act 1890 (PA 1890)), there must be at least two persons, and “business” includes any “trade, profession or occupation”: PA 1890,s.45. The partnership is not a separate legal person, and partners have unlimited joint liability for the firm’s debts and obligations (PA 1890,s.9); and joint and several liability for torts (PA 1890,s.12). There is no distinction between the assets of the partnership and the assets of the individual partners. The partners can be pursed personally for the debts of the partnership.

A partnership is a very risky type of business to get involved in, just because of all the potential for conflict, and the financial effect conflict between partners would be likely to have on the business. However, now the Limited Liability Partnerships Act has received Royal Approval and will become Law by the end of the year.

Law firms in particular have very complex partnership agreements governing their operation. This means that the management structure, profit sharing and the life of the partnership can be made to fit any situation. The obligations are the same as for a Sole Trader.

Accountability and regulation- As with the sole trader, there is relatively little accountability or regulation attached to a partnership and no requirement to file reports and accounts with any official regulator. You will need to keep records for Inland Revenue (and also for VAT if you are VAT registered), but there are no other legal requirements. Each partner should submit a P/SE/1 and you are taxed as an individual. If you leave the partenership your tax liability will follow you (unlike in the past when the remaining partner had to pay it). The workload can be shared.

5. Partnership Agreement Form-

(The aim of the agreement is to provide a written structure of your business with respect to each partner's responsibility, rights, profit/liability sharing, and also the terms on which the partnership can be terminated.) This agreement is based on a full partnership and therefore some changes may need to be made in the structure if you wish to set up a Limited Partnership.

Content: 1) The name of the business/partners 2) Commencement of the partnership 3) Nature of the business 4) Business location 5) Set-up investment; 6) Contribution 7) Ownership 8) Role of the partners 9) Decision making and voting rights 10) Profit and loss sharing 11) Liability sharing 12) Business bank account/cash management 13) Accounts 14) Holiday entitlement 15) Illness and incapability 16) Retirement 17) The introduction of new partners; 18) Drawings and direct expenses; 19) Dissolution of the partnership 20) The death of a partner 21) Unfair competition 22) Dismissal of a partner 23) Signatures.

6. Limited liability partnerships (LLPs)

The Limited Liability Partnerships Act 2000 allows for partners to achieve limited liability up to a point. It allows liability to be limited for general trading debts but individual partners will not be able to limit their personal liability for negligence. This type of partnership (LLP) was designed to allow large professional partnerships (law and accountancy firms) to achieve some protection from large negligence actions. Created by registration under the Limited liability Partnership Act 2000, they are regulated by the Companies Act 2006 as private limited companies except that the management structure is fixed by the partnership agreement. They have the benefit of being able to secure loans by floating charge.

The business is controlled by the 'designated members' (who have a similar responsibility to a directors / secretary of a Ltd Company) and the 'members'. Capital is provided by the members, LLP's are similar to 'Partnerships' or 'Sole Traders' in this respect. Incomes derived by the members will be closer to that of a 'Partnership' than to the dividends paid by companies. The members will provide working capital and share any profits. An LLP will be taxed as a partnership. The internal structure of the LLP will be similar to that of a partnership. The members will provide working capital and will share any profits. Income derived by the members from the LLP will be closer to that of a partnership than to the dividends paid by companies. The Bill also provides that any partnership converting to an LLP will receive relief from stamp duty on any property transferred in the first year, subject to conditions. Members will be liable to pay Class 2 and Class 4 National Insurance contributions.

The LLP legislation does not allow for a 'conversion process' - in the way that a limited company can convert to PLC status under the Companies Act!

7. Private limited company –

The private limited company is the most common trading structure and is the central focus of company law. The company is created by a process of incorporation by individuals known as the promoters. Unlike a Sole Trader or a Partnership, the Limited company is legally a separate entity in its own right. The directors and shareholders have limited liability. When a limited company is created it will have an Authorised Shareholding which specifies the limit of a shareholders liability. If all shares have been issued then shareholders are not liable for any more debts that the company may accrue. This is definitely the most sensible option if capital is being put into the business by anyone who is not involved in running it.

Most limited companies are owned by “members” who each own a number of shares in the company. Usually, each share has a vote attached to it and so the members are able to vote on important decisions affecting the company, although the day-to-day management of the company is left to the directors.

However, it is possible that all of the shareholders of a very small company are also the directors and, following the introduction of the Companies (Single Member Private Limited Companies) Regulation 1992, it is even possible to have a single person who is both the sole shareholder and the sole director of the company.

A limited company always has staff, because a director of a company is considered an employee of the company, and a limited company must have at least 1 director, and a company secretary.

Accountability- You have to hold an Annual General Meeting (AGM) for all the share holders, within 18 months of setting up the company, and at least every 15 months after that. These meetings must receive, and approve, Annual Reports from directors and auditors. These reports must include summaries of the accounts, names of the directors, details about the shareholders, and other information. At these meetings the shareholders must also elect directors and auditors.

You must also submit an Annual Return to the Companies Registration Office, summarising the information included in the Annual Reports. These details are displayed at Companies House, where they are available for public inspection.

As a Limited Company, you will have to pay Corporation Tax on all profits.

8. Single member companies-

A single member company is a private company, limited by shares or by guarantee, which is formed with one member, or whose membership is reduced to one.

A single member - present in person or by proxy - constitutes a quorum in these circumstances. If you hold such a meeting you must record it in the minutes. If, as a sole member you take a decision, except by written resolution of the company, you must give a written record of the decision to the company. (This is to ensure continuity of records if you sell some or all of your interest in the company.)

If the company enters into an unwritten contract with the sole member who is also a director of the company (and the contract is not in the ordinary course of the company's business), the company must ensure that the terms of the contract are set out in a memorandum or are recorded in the minutes of the next director’s meeting.

A company's register of members must accurately record its members. The register of members of a single member company must contain an express statement to the effect that the company has only one member and state the date upon which the company became a single member company.

If the company originally had more than one member and the membership reduces to one, then the register must contain an express statement to the effect that the company has only one member and state the date upon which the company became a single member company.

If the membership of a single member company later increases, you must record the details of the new member in the register of members. You should enter an express statement to the effect that the company is no longer a single member company and the date on which that event occurred.

9. Type of share-

Ordinary shares will usually carry one vote per share on a poll. The dividend is that recommended by the directors, and the amount payable on a distribution of assets on a winding up proportional to the nominal value of the shares.

Preference shares usually entitle the holder to a dividend of a fixed amount per share to be paid in priority to other shareholders. However, that there is no entitlement until the dividend is declared. Preference shares may be: a) cumulative: if the dividend is not paid in one year, then the shareholder will be entitled to receive the arrears from profits in subsequent years. Unless the articles or terms of issue provide otherwise, preference shares are cumulative; b) non-cumulative: the dividend will lapse if the company is unable to pay it in any one year.

Preference shares may also entitle the holder to prior return of capital on a winding up where the company is solvent.

Deferred shares (sometime called founders’ shares) are now rare. Promoters used to take shares which would not qualify for a dividend until the ordinary shareholders had received one.

Redeemable share are issued with a provision that they may be bought back by the company at a later date, at the option of either the company or the shareholder.

Non-voting shares carry similar rights to ordinary shareholders, but no rights to vote.

10. Shareholders' agreement-

A shareholder's agreement is a contract between the shareholders of a company in which they agree how the company will be run. They all agree that they will use their voting power in the company to ensure that the terms of the agreement are complied with for as long as they are all shareholders.

For example a Shareholders Agreement includes the following clauses: 1) company details, 2) shareholder details, 3) business of the company, 4) directors' meetings, 5) management decisions, 6) appointment of directors, 7) transfer of shares, 8) dividend policy, 9) winding up, 10) termination, 11) confidentiality 12) no assignment and 13) communications.

11. Private company limited by guarantee –

In this type of company, members do not make any contribution to the capital during its lifetime as they do not purchase shares. The members' liability is limited to the amount that they each agree to contribute to the company's assets if it is wound up.

There are three different types of Limited by Guarantee Companies:

a) Club / Association, b) Charity, c) Flat Management etc.

12. Private unlimited company –

This type of company may or may not have a share capital and there is no limit to the members' liability. Because there is no limitation on members’ liability, the company has to disclose less information than other types of company.

13. Public limited company (plc)-

This type of company has a share capital and, the liability of each member is limited to the amount unpaid on shares that a member holds. A public limited company may offer its shares for sale to the general public and may also be quoted on the stock exchange.

A limited company with a share capital is a public company if:
a) it has been registered or re-registered as a public company on or after 22 December 1980;
b) its memorandum states that it is a public company;
c) its name ends with 'Public Limited Company' or 'PLC' or if it is a Welsh company, – that is, a company the memorandum of which says that its registered office must be in Wales – it may use the Welsh equivalents, namely 'Cwmni Cyfyngedig Cyhoeddus' or 'CCC';
d) it has an authorised share capital of at least £50,000 or at least €65,600 and states this in its memorandum.

Note- A Community Interest Public Limited Company: its name must end with 'community interest public limited company' or 'community interest p.l.c.' (or, if it is a Welsh company, it may use the Welsh equivalents, namely 'cwmni buddiant cymunedol cyhoeddus cyfyngedig' or 'cwmni buddiant cymunedol c.c.c');

A newly formed public company cannot commence business activities or exercise any borrowing powers until Companies House has issued a trading certificate under section 761 of the Companies Act 2006 (previously under section 117 of the Companies Act 1985).

Companies House will issue a Trading Certificate to a public company if the value of the company’s allotted share capital is not less than £50,000 or €65,600. This requirement must be wholly satisfied either in sterling or in euros, as a mixture of both will not be sufficient to meet the legal requirements. (This does not prevent the rest of the company’s capital being in a mixture of sterling, euros and even other currencies).

A PLC must have at least two members and a minimum of two company Directors. The Company Secretary must be a person who appears to the directors to have the necessary knowledge and ability to fulfil the functions or is a member of any of the following bodies:
the Institute of Chartered Accountants in England and Wales;
the Institute of Chartered Accountants of Scotland;
the Institute of Chartered Accountants in Ireland;
the Institute of Chartered Secretaries and Administrators;
the Chartered Association of Certified Accountants;
the Chartered Institute of Management Accountants (formerly known as the Institute of Cost and Management Accountants); or
the Chartered Institute of Public Finance and Accountancy.

14. Community Interest Companies (CICS)-

Community interest companies (CIC) are a new type of limited company designed specifically for those wishing to operate for the benefit of the community rather than for the benefit of the owners of the company. This means that a CIC cannot be formed or used solely for the personal gain of a particular person, or group of people. CICs can be limited by shares, or by guarantee, and will have a statutory “Asset Lock” to prevent the assets and profits being distributed, except as permitted by legislation. This ensures the assets and profits are retained within the CIC for community purposes, or transferred to another asset-locked organisation, such as another CIC or charity.

A CIC cannot be formed to support political activities and a company that is a charity cannot be a CIC, unless it gives up its charitable status. However, a charity may apply to register a CIC as a subsidiary company.

The Regulator - the companies (Audit, Investigations and Community Enterprise) Act 2004 “the Act” established the Regulator as an independent public office holder appointed by the Secretary of State for Trade and Industry. The appointment was subject to an open public recruitment process monitored by the Office of the Commissioner for Public Appointments. The Regulator is an independent official and her powers are set out in the Act and the Community Interest Company Regulations 2005. The Act requires her to discharge her functions in accordance with good regulatory practice. In particular, she must have regard to:
The likely impact of her actions on those affected
The results of consultation with stakeholders
The efficient and economic use of her resources
The Government expects the Regulator to be a “light touch regulator” who will encourage the development of the CIC brand and provide guidance and assistance on matters relating to CICs.

15. Listed companies-

Those public limited companies which wish to trade their shares are “listed” on the London Stock Exchange.

Shareholders in listed companies enjoy the same protection of “limited liability” afforded to members of other public (and private) companies. As with other public companies, there is a gulf between the small number of directors and potentially thousands of shareholders and this is even more pronounced I listed companies, where shareholder may live anywhere in the world.

Source:
Partnership Act 1890
Companies Act 2006
Gower and Davies: The Principles of Modern Company Law (Paperback) by L.C.B. Gower, Sweet&Maxwell, 2008
Alan Dignam, John Lowry „Company Law”, Oxford University Press, 2006
Stephen Judge „Company Law 2008 and 2009” , Oxford University Press, 2008
Jacqueline Martin, Chris Turner „Company Law 2009-2010 edition”, Hodder Education, 2009
Chris Taylor „Company Law”, Pearson Longman, 2009
Derek French, Stephen Mayson, Christopher Ryan „Mayson, French and Ryan on Company Law”Oxford University Press, 2007
Companies House || http://www.companieshouse.gov.uk
Fast Link Solutions || http://www.fastlinksolutions.co.uk
Community interest companies || www.cicregulator.gov.uk

According to Associations and Foundation Law an association is a voluntary union of persons founded to achieve the goal specified in the articles of association, which shall not have a profit-making nature. A foundation, also a fund, is an aggregate of property that has been set aside for the achievement of a goal specified by the founder, which shall not have a profit-making nature. NGO obtain the status of a legal person at the moment when it is entered into the Register of Associations and Foundations.

An association and a foundation are liable to the extent of all its own property. An association is not liable for the obligations of a member. A member is not liable for the obligations of an association. A foundation is not liable for the obligations of a founder. A founder is not liable for the obligations of a foundation.

The name of an association and a foundation shall not be contrary to regulatory enactments and good morals, i.e., the name of a military body or the name of such organisation or group which has been recognised as criminal or anti-constitutional, for example, "Hitler, The Nazi etc." shall not be included therein, it shall not create a positive attitude toward violence, and similar.

The name of a foundation shall contain the word "foundation" or "fund". The name shall differ clearly and distinctly from other names of associations and foundations already registered or under application for registration in the Register of Associations and Foundations. Only the letters of the Latin alphabet shall be used in the name of associations and foundations in Latvia. Misleading information regarding the purpose of activities, type of activities and legal form shall not be included in a name. The name of an association or a foundation shall not coincide with the names of State or local government authorities (institutions), as well as contain misleading information that the association or foundation is endowed with a public power.

Rights to Perform Economic Activity-

An association and a foundation have the right to perform economic activity in the form of complementary activity, which pertains to the maintenance and utilisation of its own property, as well as to perform other economic activity to achieve the goals of the association or foundation. The income of an association or of a foundation may be utilised only for the achievement of the goal specified in the articles of association. Profit obtained from economic activity of an association or a foundation may not be divided among the members of an association or the founders of a foundation. If a person receives remuneration (consideration) for activity in an association or a foundation this remuneration (consideration) shall be determined in accordance with the scope of the duties of the respective person and the financial situation of the association or foundation. An association and a foundation, in order to achieve the goals laid down in the articles of association, have the right to perform activities which are not in contradiction with law, especially to distribute freely information regarding its own activities, to establish its own publications and other mass media, to organise meetings, street processions and pickets, as well as to perform other public activities.

An association and a foundation may apply to State and local government authorities in matters related to the goals of the activities of the respective association or foundation, as well as to maintain the rights of its members or interests protected by law in a court.

Founding of an Association-

Natural persons and legal persons may be founders of an association, as well as partnerships with legal capacity. The number of founders may not be less than two. In order to found an association, the founders shall take a decision regarding the founding of the association. The following information shall be indicated in a decision regarding the founding of an association:

1) the name of the association;

2) the objectives of the association;

3) the given name, surname and personal identity number of the founders, but for a legal person and partnership - the name, registration number and legal address;

4) the rights and obligations of the founders if the founders have agreed on such;

5) an authorisation (if such was given) for certain founders to sign the articles of association and an application to the Register authority; and

6) other information that the founders deem necessary. After the taking of the decision regarding the founding of an association the founders shall approve the articles of association of the association, elect an executive body of the association (hereinafter - the executive board), which may be collegial or single-member and other bodies if such have been provided for in the articles of association. A decision regarding the founding of an association shall be prepared in writing and it shall be signed by the all of the founders of the association. His or her authorised person who has participated in the taking of the decision may sign the decision on behalf of a founder. The authorisation in writing shall be attached to the decision. The articles of association of an association shall be prepared in writing. The articles of association shall specify - the name of the association, the objective of the association, the period of activity of the association (if an association is being founded for a certain period of time), preconditions for the entering into and removal from membership, the rights and duties of members, the procedures by which the rights and duties of a territorial or another division (if such are established) may be laid down, the procedures for the calling of a meeting of members and the taking of decisions, the name of the executive body, the quantitative structure thereof, prescribing the rights of the members of the executive body to represent the association individually or collectively and the structure, procedures for election, competence, procedures for the taking of decisions and terms of office of audit institutions of economic and financial activity or the procedures for the appointing and terms of office of a certified auditor. The founders shall submit to the Register authority an application for the entering of the association into the Register. A founder who has acted on behalf of an association before the entering of the association into the Register shall be liable for any obligations arising from this action. If several founders have acted on behalf of an association to be established, they shall be jointly liable. If a founder has not had the right to act on behalf of the association, any obligations arising from such action shall be transferred to the association if the meeting of members definitively approves these obligations.

An association shall consist at least of two members, if the articles of association do not prescribe a greater number of members. The founders obtain the status of a member of the association upon the entering of the association into the Register. The executive board shall take a decision regarding the admission of a member into the association, if it is not otherwise provided for in the articles of association. If the executive board or other body (except for a meeting of members), under the competence of which is the admission of members, takes a decision regarding the refusal to admit a member, the person wishing to become a member has the right to demand a review of the matter in accordance with the procedures prescribed in the articles of association. Obligations for members are deemable only in accordance with procedures provided for in the articles of association. A member may withdraw from an association at anytime by submitting a notification in writing to the executive board of the association if it is not stipulated in the articles of association that such notification is submittable to another administrative body.

- Administrative Bodies of an Association- The administrative bodies of an association are the members' meeting (general assembly) and the executive board. Other administrative bodies may be provided for in the articles of association, determining the procedures for the establishment and the competence thereof. The members' meeting is the supreme body of an association. All members of an association have the right to participate in a members' meeting. A member may participate in a members' meeting also with the intermediation of a representative, if it is not otherwise provided for in the articles of association of the association. An authorisation to participate and vote at a members' meeting shall be issued in writing. The competence of a members' meeting shall include - the making of amendments to the articles of association, the election and recall of the executive board and audit institutions, if such rights are not granted to another administrative body in the articles of association, he taking of a decision regarding the termination, continuation or reorganisation of the activities of the association and other matters which under the Associations and Foundation Law or the articles of association are in the competence of a members' meeting.

-Basis for Termination of Activities of an Association- The activities of an association shall be terminated:

1) by decision of a meeting of the members;

2) upon commencing bankruptcy procedures of the association;

3) upon the diminishing of the number of members to a single member or to another number laid down in the articles of association;

4) upon expiration of the term laid down in the articles of association (if the association was established for a specific period of time);

5) by the adjudication of a court;

6) on another basis specified in the articles of association.

The decision of a meeting of members regarding the termination of activities of an association is taken if more than one-half of the members present vote in favour thereof, unless a higher voting majority is provided for in the articles of association. If the number of members diminishes to a single member or to another number laid down in the articles of association, as well as if the period of time specified in the articles of association for which an association has been established expires, the executive board of the association shall take a decision regarding the termination of the activities of the association.

-Reorganisation of Associations- An association may be reorganised by way of a merger or a division. Only associations may participate in the process of reorganisation. It may be provided for in the articles of association that reorganisation is or is not allowed under certain preconditions.

An association may be merged with another association through the course of incorporation or merger. An incorporation is a process by which an association (the association to be incorporated) transfers all of its property to another association (the acquiring association). A merger is a process by which two or more associations (the associations to be incorporated) transfer all of their property to an newly established association (the acquiring association). In the case of a merger the association to be incorporated ceases to exist without undergoing liquidation proceedings and obligations of the association to be incorporated transfer to the acquiring association. Members of the association to be incorporated become members of the acquiring association. If two or more already existing associations participate in a process of reorganisation, they shall enter into a reorganisation agreement. The agreement shall be entered into in writing.

-Founding of Foundations- A foundation may be established by one or several persons. If a foundation has several founders, they shall implement their founders' rights only jointly. Persons who have granted property to a foundation after the making of the entry thereof into the Register shall not be considered to be founders. The status of a founder is not inheritable and it cannot be transferred to third persons.

A foundation shall be established on the basis of a person's decision regarding the founding of the foundation or a last will and testament. In establishing a foundation for the purposes of general good and charity on the basis of a will (testamentary foundation), the provisions of the Latvian Civil Law. The executor, heir or trustee of a will shall exercise the rights of a founder, manage the property transferred to the foundation to be established, as well as perform other activities until the appointment of the members of the executive board. The articles of association of a foundation shall specify:

1) the name of the foundation;

2) the goal of the foundation;

3) the procedures by which property is transferable to a foundation;

4) the procedures for the use of the resources of the foundation;

5) the period of activity of the foundation (if a foundation is being established for a specified period of time);

6) the procedures for distribution of the property of the foundation in case of liquidation of the foundation;

7) the procedures for the appointment and dismissal of members of the executive board and the term of office thereof;

8) the procedures for the appointment and dismissal of members of other administrative bodies (if such are provided for) and the term of office thereof;

9) the structure, procedures for election, competence, procedures for the taking of decisions and terms of office of the economic and financial activities audit institution, or the procedures for the appointment and terms of office of a sworn auditor; and

10) procedures for the making of amendments to the articles of association.

The range of beneficiaries may be prescribed in the articles of association. In case of doubt a person to whom monies from the property of a foundation may be disbursed in accordance with the articles of association of the foundation is considered as a beneficiary. A foundation may not grant monies, provide guarantees, issue promissory notes to or otherwise finance founders, members of the executive board and other administrative bodies (if such have been established), as well as other persons who have a similar economic interest, especially spouses, relatives and brothers-in-law, sisters-in-law, counting kinship up to the second degree and affinity up to the first degree.

The administrative body of a foundation is the executive board. The formation of other administrative bodies may be provided for in the articles of association, prescribing the procedures for the establishment and the competence thereof, as well as the granting of management competence to other entities or bodies thereof (hereinafter - other administrative bodies). The executive board shall consist of at least three executive board members. If in accordance with the articles of association of a foundation another administrative body has been established and is acting, which consists of at least three members and the tasks of which include the supervision of the activities of the executive board, a single member may be in the composition of the executive board. If the interests of a foundation conflict with the interests of any executive board member or member of other administrative body, a spouse, a relative or brother-in-law, sister-in-law thereof, counting kinship up to the second degree and affinity up to the first degree, the matter shall be decided at the meeting of the body in which the member of the interested administrative body does not have the right to participate in a discussion of the matters, as well as he or she does not have a right to vote, and it shall be written into the minutes of the meeting of the administrative body. The member of the administrative body has a duty to notify regarding these interests before the meeting begins. The member of the administrative body has a duty to notify the administrative body regarding these interests also after the meeting of the body.

The activities of a foundation shall be terminated:

1) by the adjudication of a court,

2) upon expiry of the time period (if a foundation has been established for a specified period of time),

3) upon commencing bankruptcy procedures of the foundation,

--- (The activity of political parties, religious organisations, trade unions, professional organisations and those associations which are autonomous entities of public law, as well as public foundations (funds) shall be regulated by other laws.)

However the Companies Act, 1956 does not define the term ‘Merger’ or ‘Amalgamation’. It deals with schemes of merger/ acquisition which are given in s.390-394 ‘A’, 395,396 and 396 ‘A’.

In common parlance, the terminologies“Amalgamation” or “merger” would mean the two business entities joining together to make totally new business entity or to allow one business entity to survive absorbing the other one. Amalgamation or merger is also a method of reconstruction. In amalgamation, two or more companies are fused into one by merger or by one taking over the other.[1] When two companies are merged and are so joined as to form third company or one is absorbed into other or blended with another, the amalgamating company loses its identity. There may be amalgamation either by transfer of two or more undertakings to a new company or by the transfer of one or more undertakings to an existing company. An amalgamation may be defined as an arrangement where by the assets of the two companies which has as its share holders all, or substantially all the share holders of the two companies.[2]

But they differ in this regard that amalgamation is a used where two or more companies are there but merger is when one company is blended with another.

Classifications of mergers

Horizontal mergers take place where the two merging companies produce similar product in the same industry. A horizontal merger is when two companies competing in the same market merge or join together. This type of merger can either have a very large effect or little to no effect on the market.

When two extremely small companies combine, or horizontally merge, the results of the merger are less noticeable. These smaller horizontal mergers are very common. If a small local drug store were to horizontally merge with another local drugstore, the effect of this merger on the drugstore market would be minimal. In a large horizontal merger, however, the resulting ripple effects can be felt throughout the market sector and sometimes throughout the whole economy. [3]

Witness the recent attempt by Staples, Inc., one "superstore" retailer of office supplies, to acquire Office Depot, another giant retailer of office supplies. In many areas of the country, the merger would have reduced the number of superstore competitors, often leaving Staples as the only superstore in the area. Evidence from the companies’ pricing data showed that Staples would have been able to keep prices up to 13 percent higher after the merger than without the merger. The FTC blocked the merger, saving consumers an estimated $1.1 billion over five years.[4]

Vertical mergers occur when two firms, each working at different stages in the production of the same good, combine.

Vertical mergers involve firms in a buyer-seller relationship -- a manufacturer merging with a supplier of component products, or a manufacturer merging with a distributor of its products. A vertical merger can harm competition by making it difficult for competitors to gain access to an important component product or to an important channel of distribution. This is called a "vertical foreclosure" or "bottleneck" problem.

Take the merger of Time Warner, Inc., producers of HBO and other video programming, and Turner Corp., producers of CNN, TBS, and other programming. The FTC was concerned that Time Warner could refuse to sell popular video programming to competitors of cable TV companies owned or affiliated with Time Warner or Turner -- or offer to sell the programming at discriminatory rates. That would allow Time Warner-Tuner affiliate cable companies to maintain monopolies against competitors like Direct Broadcast Satellite and new wireless cable technologies. What’s more, the Time Warner-Turner affiliates could hurt competition in the production of video programming by refusing to carry programming produced by competitors of both Time Warner and Turner. The FTC allowed the merger, but prohibited discriminatory access terms at both levels to prevent anticompetitive effects.[5]

Vertical mergers can further be classified into (a) Forward Integration and (b) Backward Integration. A recent example of the latter is Reliance purchasing FLAG Telecom Group. Reliance Gateway, a wholly-owned subsidiary of Reliance Infocomm, has signed an amalgamation agreement with Flag Telecom Group for this acquisition.[6]

Congeneric mergers occur where two merging firms are in the same general industry, but they have no mutual buyer/customer or supplier relationship, such as a merger between a bank and a leasing company. Example: Prudential's acquisition of Bache & Company.

Conglomerate mergers take place when the two firms operate in different industries. It is the merger of two companies that have no related products or markets. In short, they have no common business ties. Such merger moves for diversification of risk constitutes the rationale.

The completion of a merger does not ensure the success of the resulting organization; indeed, many mergers (in some industries, the majority) result in a net loss of value due to problems. For the merger not to be considered a failure, it must increase shareholder value faster than if the companies were separate, or prevent the deterioration of shareholder value more than if the companies were separate.[7]

Reconstruction: A corporate reconstruction can be divided as an exercise inyo internal reconstruction and external reconstruction. The exercise of corporate restructuring is as much legal exercise as it is a business exercise. They are also referred as internal arrangements and external arrangements.

(A) Internal Reconstruction:- requires the corporate to make variations in the rights of the shareholders (as dealt by ss.106, 107) or reorganizing by buy-back or reducing the share capital (s.390(b)), at that given point of time.

(B) External Reconstruction: - includes merger, amalgamation, de-mergers and provisions u/s.394 (b).

The procedure for the amalgamation of two companies has to be viewed from the Transferor and Transferee Company.

Steps to be followed by Transferee[8] Company is:

1. Memorandum Of Association (M/A):-The Memorandum of Association must provide the power to amalgamate in its objects clause. It M/A is silent, amendment in M/A must take place.

2. Board Meeting:-A Board Meeting shall be convened to consider and pass the following requisite resolutions:
- approve the draft scheme of amalgamation;
- to authorize filing of application to the court for directions to convene a general meeting;
- to file a petition for confirmation of scheme by the High Court.

Through an application under s.391/ 394 of Companies Act, 1956 can be made by the member or creditor of a company, the court may not be able to sanction the scheme which is not approved by the company by a Board or members resolution.[9]

Directors who are given the necessary powers by the AoA may present a petition on behalf of the company without first obtaining the approval of the company in general meeting.

3. Application to the Court:-An application shall be made to the court for directions to convene a general meeting by way of Judge's summons supported by an affidavit. The proposed scheme of amalgamation must be attached to such affidavit.

The summons should be accompanied by: A certified copy of the M&A of both companies A certified true copy of the latest audited B/S and P&L A/c of transferee company

Person entitled to apply:- (i) U/s.391 & 394, members of the company have right to apply to court (ii) A successor to a share of a deceased member has in the normal course, locus standi to maintain an application u/s.391, 395.(iii) An application can also be made by the transferee of shares.[10] (iv)The creditor also have right to apply to court. (v) The liquidator is also empowered to make an application to the court.

4. Copy To Regional Director:-A copy of application made to concerned H.C. shall also be sent to the R.D. of the region. Although, such notice is supposed to be sent by the H.C., usually the company sends it without waiting for the H.C. to send it.

5. Order Of High Court:-On hearing of the summons, the H.C. shall pass the necessary orders which shall include: (a) Time and place of the meeting, (b) Chairman of the meeting, (c) Fixing the quorum, (d) Procedure to be followed in the meeting for voting by the proxy, (e) Advertisement of notice of the meeting, (f) Time limit for the chairman to submit the report to the court regarding the result of the meeting.

Where the court observes that any of the following circumstances exist in the case of the merger it may not order a meeting when shareholders are few in number; or where the membership is restricted to a single family, HUF or close relatives; or where shareholding pattern of transferor and transferee companies is identical.

6. Notice Of The Meeting:-The notice of the meeting shall be sent to the creditors and/or all the shareholders individually (including preference shareholders) by the chairman so appointed by registered post enclosing: (a) A statement setting forth the following: - Terms of amalgamation and its effects - Any material interests of the director, MDs or Manager, in any capacity - Effect of the arrangement on those interests. (b) A copy of the proposed scheme of amalgamation (c) A form of proxy, (d) Attendance slip, (e) Notice of the resolution for authorizing issue of shares to persons other than existing shareholders

Computation: The notice that is required to be given u/s.393 of the Act for the meeting of the members/creditors shall be by 21 clear days notice.[11]

7. Advertisement Of Notice Of Meeting:-The notice of the meeting shall be advertised in an English and Hindi Newspapers as the court may direct by giving not less than 21 clear days notice before the date fixed for the meeting.[12] However in some instances, the 21 days period can be condoned if reasons are found jusiticiable.[13]

8. Notice To Stock Exchange:- In case of the listed company, 3 copies of the notice of the general meeting along with enclosures shall be sent to the Stock Exchange where the company is listed.

9. Filing Of Affidavit For The Compliance:- An affidavit not les than 7 days before the meeting shall be filed by the Chairman of the meeting with the Court showing that the directions regarding the issue of notices and advertisement have been duly complied with.

10. General Meeting:-The General Meeting shall be held to pass the following resolutions: (a) Approving the scheme of amalgamation by ¾th majority e.g. if a meeting is attended by say 100 members holding 100 shares, the scheme shall be deemed to have been approved only when it is supported by atleast 51 members holding together 750 shares amounts themselves; (b) Special Resolution authorizing allotment of shares to persons other than existing shareholders or an ordinary resolution be passed subject to getting Central Government's approval for the allotment as per the provisions of Section 81(1A) of the Companies Act, 1956, (c) The resolution to empower directors to dispose of the shares not taken up by the dissenting shareholders at their discretion., (d) An ordinary/special resolution shall be passed to increase the Authorized share capital, if the proposed issue of shares exceeds the present authorized capital. The decision of the meeting shall be ascertained only by taking a poll on resolutions.

11. Reporting Of Result Of The Meeting:-The Chairman of the meeting shall report the result of the meeting to the court within the time fixed by the judge or within 7 days, as the case may be. A copy of proceedings of the meeting shall also be sent to the concerned Stock Exchange.

12. Formalities With ROC:- The following documents shall be filed with ROC along-with the requisite filing fees: (i)Form No. 23 of Companies General Rules & Forms + copy of Special Resolution, (ii)Resolution approving the scheme of amalgamation, (iii) Special resolution passed for the issue of shares to persons other than existing shareholders.

13. Petition:-For approval of the scheme of amalgamation, a petition shall be made to the H.C. within 7 days of the filing of report by the chairman.

If the Regd. Offices of the companies are in same state - then both the companies may move jointly to the High Court. If the Regd. Offices of the companies are in different states - then each company shall move the petition in respective High Court for directions. However in a recent judgment of Jaipur Polypin Ltd. v. Rajasthan Spinning & Weaving Mills, it was held that when the two companies are at different places, then no need to file an application at two different places.

14. Sanction of The Scheme:- The Court shall sanction the scheme on being satisfied that: (i) The whole scheme is annexed to the notice for convening meeting. (This provision is mandatory in nature)

(ii) The scheme should have been approved by the company by means of ¾th majority of the members present.

(iii)The scheme should be genuine and bona fide and should not be against the interests of the creditors, the company and the public interest.

After satisfying itself, the court shall pass orders in the requisite form. The requirement of law is permission or approval of court to the scheme. The application made by the company is to seek court’s approval to the company scheme of amalgamation and not merely ordering a meeting. The court may order a meeting of members too. The court must consider all aspects of the matter so as to arrive at a finding that the scheme is fair, just and reasonable and does not contravene public policy or any statutory provision.

While interpreting s.394 r/w s.391, we find that the Tribunal’s power of ordering amalgamation/reconstruction is limited by two provisos of s.394: Firstly, Tribunal has to await the receipt of report from the Registrar of Companies about the manner in which affairs of the Company are conducted. Secondly, when the transferor company is proposed to be dissolved without winding up, the Tribunal shall await.

15. Stamp Duty A scheme sanctioned by the court is an instrument liable to stamp duty.

16. Filing With ROC The following documents shall be filed with ROC within 30 days of order: " A certified true copy of Court's Order " Form No. 21” of Companies General Rules & Forms

17. Copy of Order to be annexed A copy of court's order shall be annexed to every copy of the Memorandum of Association issued after the certified copy of the order has been filed with as aforesaid.

18. Allotment of shares A Board Resolution shall be passed for the allotment of shares to the shareholders in exchange of shares held in the transferor-company and to fix the record date for this purpose.

Steps To Be Followed By Transferor Company:-

The procedure as given above shall be followed by the transferor company. The only exception is that - there is no need for the transferor company to pass a special resolution for offering shares to the persons other than the existing shareholders and to file Form No. 23 of the Companies General Rules and Forms with the Registrar of Companies.

Conclusion

Mergers and acquisitions have gained importance in recent times. Business consolidation by large industrial houses, consolidation of business by multinationals operating in India, increasing competition amongst domestic companies and competition against imports have all combined to spur mergers and acquisitions activities in India.

2006 will be remembered in India’s corporate history as a year when Indian companies covered a lot of new ground. They went shopping across the globe and acquired a number of strategically significant companies. This comprised 60 per cent of the total mergers and acquisitions (M&A) activity in India in 2006. And almost 99 per cent of acquisitions were made with cash payments.

[1] Saraswati Industrial Syndicate v. CIT, Haryana (1991) 70 Comp Cases 184

[2] United Bank of India v. United India Credit & Development Co.Ltd. (1977) 47 Comp cases 689 (Cal)

[3] http://www.learnmergers.com/

[4] http://www.ftc.gov/bc/compguide/mergers.htm

[5] ibid

[6] http://www.rediff.com/money/2003/oct/16ril1.htm

[7] http://en.wikipedia.org/wiki/Mergers_and_acquisitions

[8] Section 394 (4) of the Companies Act provides that “transferee” company does not include any company other than company within the meaning of this Act; but “transferor” company includes any body corporate whether a company within the meaning of this Act.

[9] Savoy Hotels Ltd. (1981) 3 All ER 646 (Ch.D)

[10] A.K.Mishra v. Wearwell Cycle Co. India Ltd. (1993) 78 Comp Cases 252 (Del)

[11] (Form 36) Rule 73, Companies (Court) Rules, 1959

[12] (Form 38) Rule 74, Companies (Court) Rules, 1959

[13] In re Suman Motels Ltd. (1999) 98 Com Cases 89 (Bom)

Having a partnership agreement helps your business in many different ways. It clearly defines each partner’s role and it will structure the relationship in a way that suits the business. In the agreement you can define how you and your partners will share profits or losses, what will happen if a partner leaves the business, and other guidelines you or your partners think are important.

One area all partnership agreements cover is the name of the partnership. You can either use your own last names, such as the famous business partnership Smith & Wesson, or use a made up name like North side Technicians. If you do choose to make up a name then you must make sure the name isn't already in use then file a fictitious business name statement with your county clerk.

The second area most business partnership agreements cover is the contributions to the partnership. It's important that you and your partners write out and agree to whose going to contribute cash, property, or services to the business. Also, agree to each partner's ownership percentage. Partnerships who don't outline these terms tend to fall apart when disagreements over who has to do what occur.

The third area most partnerships agreements cover is the allocation of profits, loses, and draws. This tends to be a critical area in determining the success of a business partnership. How will profits and losses be allocated? Will they be allocated based on each partner's percentage of ownership in the business? How will profits be distributed and when? This is an area where each partner should pay particularly close attention to the terms their agreeing to.

Disclaimer: This article has been written for information and interest purposes only. The information contained within this article is the opinion of the author only, and should not be construed as legal advice or used to make legal decisions. Consult an attorney in your area if you’re seeking legal advice.

When most people think of ways to help their car sell easier using an auto bill of sale usually doesn't come to mind. Their preparation usually consists of taking the vehicle to a full-service car wash, fixing obvious damage, repairing body damage, touching up the paint, replacing a cracked windshield, and figuring out how to ask for only cash, cashier's check, or money order. Although these are all good ideas, documenting the item, terms, and sale of the transaction will create trust between the two parties, which will probably do more than anything else to help sell the vehicle.

Creating a bill of sale helps to establish exactly what the terms of the agreement are. Not only that, but you also put it on public record when you notarize it, making it impossible to refute the terms of the sale later on. This document has played a crucial role in civil court before as protection against disgruntled buyers or sellers. That's why using one is such a common practice now.

Car dealers usually don't sell their cars "as is", most likely a dealer will provide a warranty. If your a not a car dealer just sell your car "as is", your not required to provide any kind of warranty on it. A bill of sale will also include the date of the sale, price, detailed information about the vehicle, and it will protect you against liabilities.

If you want to create your own bill of sale without hiring a lawyer then you can find your state's form by searching for it online. The car dealerships can just pay a lawyer to create a template that they then mass-produce. You can take advantage of that same kind of mass production by using a legal products provider that has this form. Look for providers with good reputations because that shows they know how to keep their forms up-to-date. A good reputation is a clear signal that no one has had any problems filing their forms.

Disclaimer: This article has been written for information and interest purposes only. The information contained within this article is the opinion of the author only, and should not be construed as legal advice or used to make legal decisions. Consult an attorney in your area if you’re seeking legal advice.

There are also other benefits some one could enjoy by creating a legal partnership agreement. By creating one they can avoid their state's default rules about partnership operation. Just by filing this document they can avoid those rules and set their own to follow. A lot of partnerships decide to file the form just for this reason alone.

Partnership agreements can be as simplistic as the creator likes, they don't have to be complex. It is important though that the creator be as specific as possible so that some one, like a judge, could easily interpret the document. There are a few things though that every well-made agreement should have. First, it will contain all of the major details about the management and each partner's percentage of ownership. Second, it will contain each partner's percentage of the profits. Thirdly, it will contain how disputes or conflicts will be settled and if one wishes, it can even contain when meetings will be held.

There's also some more information that every partnership agreement should have. It will need each partner's full name and any trade names the business will use, the exact length of time the partnership will last, the partnership's purpose, and each partner's contributions and investments. Also, it will need a statement on how profits and losses are shared, details about any salary paid to a partner, how a partner can leave the partnership, whether business outside the partnership is allowed, how partners can be expelled, and how new partners can be brought in.

A cheque being dishonoured was not by itself treated as a criminal offence, a decade and a half ago. Prosecution of drawer [issuer] of the bounced cheque was possible only under section 420 Indian Penal code provided the complainant could establish that the issuer of the cheque intentionally deceived the complainant knowing that the cheque would be dishonoured for inadequacy of funds in his bank account.

The law was amended with effect from 1-4-1989 to make cheque bouncing for inadequacy of funds an offence, if the drawer fails to pay the amount mentioned in the cheque within 15 days from the date of notice of dishonour of cheque. Though the Act does not stipulate minimum period of imprisonment and no minimum fine is prescribed, a recent judgement of Supreme Court [reported in 2002 AIR S.C.W P.298] has made the imposition of deterrent jail sentence MANDATORY unless the amount is paid in full by the date of the sentence. The result is that there has been a sharp increase in the number of cases filed under this provision (here in after called the new law) and a corresponding decline in the number of civil suits for recovery of money. Though creditors seeking the recovery of money are happy as it has become easier and cheaper to recover the dues, the following reasons maybe cited to contend that this new law is unjust and even counter productive:

1. The new law does not make any distinction between the dishonoured cheque, which is issued knowing that it would bounce and a post dated cheque, which is issued in the honest anticipation of arrival of funds at the account of the issuer. Almost all business is done with the expectation of profit and not with assurances of profit. By accepting a post dated cheque, the payee also knows that there is a risk of it being dishonoured as it is not a draft. Risk is inherent in any business and even the Usurious Loans Act recognises this when it permits high risk loans to carry compound interest. By punishing the debtor for non-payment of debt, the fundamental dictum that breach of contract should not be punished is violated. Civilised societies do not treat breach of contracts as culpable wrong. The International Covenant on human rights also insists on not punishing mere breach of contract.Q[See foot note for details]

2. The aims and objects of the amendment are not clear. If the Parliament thought that precious time of the banks was wasted in processing cheques, which would ultimately be dishonoured, the banks might have been empowered to charge a process fee for every cheque that is presented for payment or collection, at the time of its presentation itself. Section 147 of the Negotiable Instruments Act has made the new offence compoundable. It means that the creditor and debtor can compromise the matter, without allowing the bank to have any say in it

3. For the recovery of money when civil suits are filed, the creditor has to pay court fee and the burden of judicial administration will be ultimately transferred to the debtor, the wrongdoer, in the form of suit costs. However, for prosecutions under the N.I.Act, no court fee is to be paid. The cost of administration is ultimately borne by the taxpayer for the default committed by the debtor.

4. Almost all creditors are misusing the new law by obtaining post-dated cheques from the borrowers before disbursing the loans. Borrowers are unable to resist the compulsive issuance of cheques due to their ignorance and also their vulnerability due to the exigent circumstances. One must not forget that laws like the Usurious Loans Act, The Agriculturists Debt Relief Act, protect the borrower in view of his vulnerable position despite his agreeing to pay high rate of interest at the time of borrowing.

5. A civil court will not send the debtor to jail unless it is satisfied that he has adequate means to repay the debt and is wilfully defaulting in payment of money. No such restraint is exercised in a prosecution under the new law, by the criminal court after the Supreme Court judgement making lengthy incarceration compulsory unless the due amount is paid. The psychological trauma suffered by the unfortunate debtor who is surely to be sent to jail for a non-fulfilment of a contractual obligation is unimaginable. Some sensitive debtors may even be driven to suicide. If the Parliament wanted to preserve the sanctity of cheques, a mere fine would have been sufficient. By insisting on payment of cheque amount, a civil wrong of non-payment of debt has been converted into a criminal offence and an unjust short cut is provided to the creditors.

6. The offence of dishonour of cheque is deemed to have been committed the moment the issuer of a cheque fails to make payment of the amount covered by cheque within 15 days from the date of either actual or deemed service of notice. A false endorsement of refusal of notice obtained with the connivance of the postman is all that is required to send the accused to jail. It should be borne in mind that even if the entire amount is paid after the prosecution is filed, it does not entitle the debtor to acquittal or light punishment. Drawers of the cheques are now at the mercy of postmen.

7. The cheque bounce cases are increasing the workload of the already overburdened criminal courts and the police who are called upon to serve summons and execute arrest warrants. The recent addition of section 144 to the N.I.Act only gives discretion to the court to order SUMMONS by post. Until the required bribe is paid the police are not showing interest in serving the summons and in executing the arrest warrants.

The REMEDY:

The remedy is to repeal the law, which makes dishonour of cheques an offence. The regular civil courts must be made to pursue the suits on a day-to-day basis as prescribed by order 17 Civil Procedure Code. In the event of insolvency, the functioning of the official receivers may be monitored more tightly. Alternatively, the power of the magistrate to impose a sentence of imprisonment has to be restricted to those cases where the accused issued the cheque with the knowledge that it would be certainly dishonoured.

The most important thing to understand about (General) Power of Attorney forms is that they are only for giving some one else permission to handle your financial matters for you.

It is also important to know that there are several types of power of attorney forms, including one involving health care. Be sure you know which one you want.

Once you know whether you want a health care, durable, or just general Power of Attorney form then locate the form online for print. You should be able to find a lot of different legal form providers just by searching the forms name. That's also a good way to find more information about the different kinds of POA forms. Also, be aware that each state has a preferred form.

Now fill out the form. You will need to include your full name and the full name of the person your appointing. The person your appointing is referred to as the attorney-in-fact on the form. It's just the terminology they use for appointee. There will also be a series of boxes to check that allow you to choose various types of matters you are giving permission for this person to handle. Select all of the powers you are giving to your attorney-in-fact. Then sign the form before a notary and make sure it gets filed with the county clerk.

Also, you should know that you can revoke the form at anytime. This is done by filing a Revocation of Power of Attorney. It’s also a good idea to notify your power of attorney appointee that their powers have been revoked and tell the same to anyone they’ve done business with on your behalf.

Be sure that the person you are naming in your document is fully aware of it and approves. They should be comfortable with the whole thing. You should also feel comfortable too; see an attorney if you feel you don't understand the form.

This article has been written for information and interest purposes only. The information contained within this article is the opinion of the author only, and should not be construed as legal advice or used to make legal decisions. Consult an attorney in your area if you’re seeking legal advice.

To make an auto bill of sale you can go online and download a fillable one for your state. It should include a description of the vehicle and it's make, model, VIN, and current mileage. Lawyers say to always state that the vehicle was sold 'as is' so that your protected even further from future claims from the buyer. I've even heard a lawyer joke that you should write no returns and/or exchanges like some stores do on their signs.

Once you've created a solid auto bill of sale that you both agree too then sign and make copies for you both. If you want to place it in your county's records then you both need to go down to the notary to get it notarized.

After you've protected yourself by creating a bill of sale you can now sell your vehicle. Your next step though will be to contact the DMV to find out what you need to do to give them proper notice of the sale.

Disclaimer: This article has been written for information and interest purposes only. The information contained within this article is the opinion of the author only, and should not be construed as legal advice or used to make legal decisions. Consult an attorney in your area if you’re seeking legal advice.

Creating a legal partnership on your own is rather easy once you find a fill able partnership agreement for your state. These fill able forms are made to be easy for any one to fill out on their own. Lawyers even will use fill able forms instead of taking the extra time to create a completely new one from scratch.

Being a small business owner can be quite lonely at times. A good way to expand a small business and grow your profits is to create a legal partnership agreement with some one who is as hardworking as you are. Preferably they should be some one who understands the business and is capable of creating good ideas on their own for improving the business. Having good communication and a good relationship with your partner is key too.

Any good partnership agreement will always have a few different things in them. These things include the nature and purpose of the partnership, the capital contributions of each partner, profit and loss allocation, the authority of each partner, how to admit new partners, a course of action in case the partner dies, and how one partner can buy out a partner's share. All of these things should be carefully considered before agreeing to them. Many people even suggest you setup a system that you both agree upon to resolve conflicts.

Not having a legal partnership agreement is setting yourself up for failure. All your doing is leaving yourself ill-equipped, unorganized, and most importantly unable to handle conflicts.

Every state that I’m familiar with in the U.S. requires an auto bill of sale form to register and tag a new vehicle you've purchased. Since some states require additional information, it's a good to seek out a state specific fill able form if you plan to prepare it yourself without a lawyer. These forms are easy to find and fill out, so a lawyer is not necessary.

Once you've found a fill able bill of sale form online for your state then all you need to do is fill in some information. This information includes the vehicle identification number (VIN), the purchase price of the vehicle sold, the full name of both the buyer and the seller, the address of both the buyer and seller, and then it needs to be signed by the seller. Depending on the state you live in there may also be a line on the form for the buyer to sign also.

Documenting the purchase/sale of a vehicle is vitally important in this day in age. That’s why it’s standardized everywhere now. It's the only way to give your vehicle purchase protection under the law in an organized way. Thankfully, we have kept them simple enough so that anyone can create a bill of sale without the aid of a lawyer. Car lots across the U.S. keep stacks of these forms around and create lots of them daily, but I bet you've never seen a lawyer around the lot. That's because a lawyer isn't necessary, don't even think of wasting your money paying some one to prepare one for you.

As an agent, your job is to act in the benefit of the appointee. The scope of what you can or can't do on the appointee's behalf is contained in the document. This document also may be used until it is revoked. This is done with a revocation power of attorney form or by specifying a termination date on the original document.

Most state's don't require a power of attorney to be filed with the County Clerk office, but estate lawyers and financial institutions will recommend you to place on file there to protect your estate upon death. Another thing commonly recommended is that you keep a list of who has a copy of it, and that you tell your agent to make it clear their signing on your behalf to whomever they do business with. If the appointee ever becomes incapacitated then the powers given to the agent is immediately revoked, unless a durable POA is used.

The best advice I've heard given to agents is to make decisions based on the way your appointee would make them. Your not suppose to mismanage your appointee's assets rather you should handle them as if they were your own. Also, avoiding misunderstandings by communicating is key.

In its most general form, a power of attorney is a formal means of legally sharing the authority to make certain decisions on your behalf with another. The person who you appoint to share the authority is called the 'agent'. An agent is allowed to make daily decisions in your name and handle business, financial, or legal situations in your name. You can use your power of attorney to define the use of the agent’s authority in very specific situations or in very broad terms, it’s completely up to you.

Using a power of attorney is much like making a plan for your future. You have to predict things you won't be able to attend to, then appoint your agent to perform those tasks. For example, people in the military who know important events will take place when they are away from home will fill out a power of attorney form to enable their spouse to handle it on their behalf while their gone. A business owner may use this form because they can't be physically present at a very important business event, so they will empower an agent to act on their behalf. Others may just want to use this form to appoint some one to make their medical decisions according to their wishes if they cannot communicate those wishes themselves.

You should choose your agent with care. Only appoint some one you trust. Be wary of so called professionals that carry fancy titles such as "asset manager" or "investment advisor". Good candidates for your agent would be people like a trusted friend, family member, lawyer, or even an accountant. You should have no conflicts of interest with your agent and there should be a sense of loyalty.

A lot of people make the mistake of appointing an agent with a general power of attorney. This document will allow your agent to act on your behalf in any matter he or she wishes. Personally, I wouldn't appoint an agent with a general power of attorney unless maybe it was my mother. Issuing a limited or specific power of attorney will restrict your agent to only activities or specific events when you say they can act on your behalf. For example if you wanted to appoint your brother as your agent only to sell your car for you, then you could do that with a limited power of attorney form. You could also include things such as he couldn't sell the car for under two-thousand dollars. You can stipulate anything you want.

Stipulating an expiry date is also a good technique to protect you from having problems with a disgruntled agent later. If you specify an expiry date on the form then later on you won't need a revocation to take away the powers you gave to your agent. In rare cases when agents have gone bad they have usually done so many years down the road when their appointee becomes elderly and nearing their deathbed. Having a specific date when the power of attorney form expires will prevent this from happening to you.

Another good practice to follow is to monitor the actions of your agent. Many people often give their agent powers to dip into their finances. Bankers may develop a personal relationship with your agent and no longer scrutinize them like before. You may revoke the powers given to your agent but that personal relationship is still there. That’s why you should always give any one your agent had a relationship with on your behalf a copy of the revocation. Also, orally discussing the revocation is also a good idea.

Filing a power of attorney form is a rather simple process. It is not required that a lawyer draft this document. Most people just file this form themselves.

Some things a bill of sale should cover is the date of the transaction, who sold what, who bought it, and how much he or she paid for it. For example, in Arizona both the seller(s) and buyer(s) must notarize all signatures. If the Arizona bill of sale is not notarized then it is void and not legally valid. All parties must also appear before the same notary all at the same time. Although, Arizona state does allow a separate notary acknowledgement to be attached for additional signatures.

Some important things to remember when filling out the legal form is to use "OR" or "AND" in between the specified names if there is more than one name for the owner. Also, if ownership of the property is being transferred to a business entity then the signatures of two authorized persons are required. A copy of the business organizational papers must also be provided. Business organizational papers may include things like Articles of Incorporation, Partnership Agreement, Articles of Organization, ect.

Preparing your own bill of sale is pretty simple, a lawyer is not required. You could hire a lawyer though, but finding a bill of sale form for your state on the Internet is simple and easy. Since every state varies, I could only provide you with a guide to complete a legal Arizona bill of sale, but if you live in Arizona, follow it and you'll be just fine.