scholarly journals Limited Liability Companies in the Slovak and European Legal Context

2018 ◽  
Vol 11 (40) ◽  
pp. 256-268
Author(s):  
Lenka Vačoková
Keyword(s):  
Future Development ◽  
Limited Liability ◽  
European Parliament ◽  
Limited Liability Company ◽  
European Area ◽  
Legal Provisions ◽  
Legal Context ◽  
Commercial Code ◽  
Limited Company ◽  
The Future

Abstract This paper analyses provisions of a Limited Liability Company under the Slovak Commercial Code, mainly conditions governing the process of foundation and incorporation of the company and the structure of company bodies. Legal provisions of the Limited Liability Company are primarily compared with Private Limited Company by Shares established according the Companies Act 2006 and secondarily with proposal for a Directive of the European Parliament and of the Council on single-member Private Limited Liability Companies. The result of the research is a comparison of the Slovak and the British legislation and an effort to predict the future development of Private Limited Liability Companies in the European area.

scholarly journals PERKEMBANGAN TANGGUNG JAWAB PEMEGANG SAHAM PERSEOAN TERBATAS DALAM UNDANG-UNDANG NASIONAL MENGGANTIKAN HUKUM WARISAN KOLONIAL

Yustitia ◽  
2018 ◽  
Vol 4 (1) ◽  
pp. 1-15
Author(s):  
Acep Rohendi
Keyword(s):  
Personal Responsibility ◽  
Limited Liability ◽  
Company Law ◽  
Limited Liability Company ◽  
East Indies ◽  
The Third ◽  
Commercial Code ◽  
Limited Company ◽  
Piercing The Corporate Veil ◽  
Dutch East Indies

Law No. 40 of 2007 concerning Limited Liability Companies (UUPT) revokes Law Number 1 Year 1995 concerning Limited Liability Companies (UUPTL). This UUPTL replaces the provisions of a limited liability company inherited from the Dutch East Indies contained in the Commercial Code (KUHD) stipulated in the Third Section concerning Limited Liability Companies starting from Article 36 to Article 56 KUHD. The shareholders who are regulated in the UUPTL and the KHUD are not personally responsible for the agreements made on behalf of the Company and are also not responsible for the Company's losses in excess of the value of the shares they have. The KUHD also states that shareholders are not responsible for more than the full amount of their shares. Its development after being determined by the Company Law in 2007, the responsibility of the shareholders is not absolutely valid. The liability is unlimited and personal responsibility is fully imposed on the shareholders of the limited company in the 2007 Company Law. If the shareholders of a limited company violate or fulfill the elements stipulated in Article 3 paragraph (2) of the Company Law, or known as the Piercing The Corporate Veil principle (disclosure of the company's veil). This development is a sanction to shareholders of a limited liability company, which in the previous provision was unknown.

scholarly journals Limited Liability Companies in Romania: De Lege Lata Clarifications and De Lege Ferenda Proposals in Regard to the Forced Execution of ‘Social Parts’ for the Personal Debts of an Associate

2020 ◽  
Vol 1 (1) ◽  
pp. 195-208
Author(s):  
Emőd Veress
Keyword(s):  
Future Development ◽  
Comparative Research ◽  
Limited Liability ◽  
Company Law ◽  
Limited Liability Company ◽  
Valuable Contribution ◽  
The Future ◽  
Prevalent Form

The limited liability company is the most prevalent form of company in Romania. It is similar to the French S.A.R.L. (société à responsabilité limitée) or the German GmbH (Gesellschaft mit beschränkter Haftung), but important differences can be identified in the context of this type as it exists in Romania. This article focuses on a single but very important problem: Can the creditors of associates of limited liability companies enforce their claims by selling or acquiring participation in the limited liability companies of their debtors? And, if so, under what conditions? The problem of de lege lata is controversial, and the author seeks to offer a plausible interpretation of the existing norms, which make the rule effective but, at the same time, preserve the essential and traditional features of the limited liability company. In addition, several alternatives to de lege ferenda proposals are suggested, making this study a valuable contribution to the future development of Romanian company law and offering insights for further comparative research.

scholarly journals Ujawnienie aktualnego sposobu reprezentacji spółki z ograniczoną odpowiedzialnością a odpowiedzialność za naruszenie zobowiązania

2018 ◽  
Vol 25 ◽  
pp. 41-55
Author(s):  
Tomasz Pilikowski
Keyword(s):  
Legal Status ◽  
National Court ◽  
Limited Liability ◽  
Current Method ◽  
Legal Person ◽  
Limited Liability Company ◽  
Legal Provisions ◽  
Legal Situation ◽  
Satisfactory Manner

Disclosure of the current method of representation of a limited liability company and liability for breach of the undertakingThe existence and participation of legal persons in the market makes it necessary to verify the persons representing them to perform actions on their behalf. Information about artificial persons — including the rules of representation and persons entitled to represent them — is available due to their disclosure in the National Court Register. However, it may happen that for whatever reason the register’s information may not correspond to the actual legal status. The provisions of the National Court Register Act provide for the possibility of such a situation, but the normative regulation does not settle all controversies in a satisfactory manner. The article tries to answer the question how the legal person can demonstrate the rightfulness of its representation when the composition of the relevant bodies does not coincide with the composition disclosed in the National Court Register. In the current legal situation, the problem is opened whether and how the legal person can demonstrate the correctness of the representation when the composition of the relevant bodies does not coincide with the composition disclosed in the National Court Register. The consequence of this problem is the issue of the assessment of liability for improper performance of the undertaking, if as a result of the said discrepancy, the obligation will be breached e.g. as a result of the failure to conclude a preliminary contract within the prescribed period.The author tries to solve these problems and settle the controversies arising, referring to the views of his own thoughts and views of doctrine and jurisprudence. The position presented in the article is the result of an analysis of the applicable legal provisions, especially the National Court Register Act, and the jurisprudence and doctrine resulting from it.

scholarly journals PENCATATAN PERUBAHAN DIREKSI DI KEMENTERIAN TERKAIT SEBAGAI DASAR PENYELESAIAN SENGKETA KEWENANGAN DIREKSI

2020 ◽  
Vol 28 (3) ◽  
pp. 369
Author(s):  
Maleakhi W. Sitompul
Keyword(s):  
Human Rights ◽  
Board Of Directors ◽  
Limited Liability ◽  
Third Parties ◽  
Limited Liability Company ◽  
Legal Provisions ◽  
Starting Point ◽  
The Board Of Directors ◽  
The Right ◽  
A Company

Research on the recording of changes to directors in the relevant Ministry, namely the Ministry of Law and Human Rights, aims to examine whether the authorized Directors in a company are Directors registered at the Ministry of Law and Human Rights. In addition, it is also to examine whether the provisions of Law no. 40 of 2007 concerning Limited Liability Companies and / or the Company's Articles of Association is sufficient to resolve disputes of authority in the event of a dispute regarding the composition and number of directors in a company, which one has the right to act against other parties. Disputes regarding the composition and authority of the Board of Directors in a limited liability company often become disputes in court, even though Indonesia's positive legal provisions have provided clear and firm rules about who the Board of Directors can represent in and out of court. Based on research, it can be seen that the starting point is from the provisions in Law No. 40 of 2007 Articles 29 and 98, changes in the members of the board of directors can only be effective for third parties, as from the date the changes are recorded in the Company Register by the Minister of Law and Human Rights in accordance with Law No. 40 of 2007 Articles 29 and 98.

scholarly journals View at the Partner’s Transfer of the Stake and its Restrictions

2015 ◽  
Vol 15 (1) ◽  
pp. 129-140
Author(s):  
Adriána Palajová
Keyword(s):  
Limited Liability ◽  
General Meeting ◽  
Case Law ◽  
Point Of View ◽  
Third Party ◽  
Limited Liability Company ◽  
Commercial Code ◽  
Commercial Company ◽  
Material Conditions ◽  
Business Share

Abstract This article deals with the transfer of stake in a general commercial company and the transfer of business share in a limited liability company especially according to Slovak legislation and also according to older and current Czech legislation. The attention is focused on the regulation of these transfers and the relations that are generated on the basis of author´s point of view and case law. The question of the admissibility and prohibition of the transfer of stake is presented in general commercial company. Analysis of the issue focuses mainly on the formal and material conditions of transfer of business share in limited liability company with differentiation on another member and on third party. Special attention is paid to the consent to that transfer granted by the general meeting or by other body of limited liability company and also is paid to the legal consequences that arise in the case of withholding of consent. The authoress seeks to point at the shortcomings of assessed legal arrangement and provides possible legislative solutions of transfer of stake or business share within the dispositive provisions of the Slovak Commercial Code.

scholarly journals Analysis of Validity Decisions General Meeting of Shareholders Limited Liability Company in Circulation

2018 ◽  
Vol 5 (2) ◽  
pp. 356
Author(s):  
Nanang Nurcahyo ◽  
Yudho Taruno M
Keyword(s):  
Limited Liability ◽  
General Meeting ◽  
Public Official ◽  
Limited Liability Company ◽  
Legal Validity ◽  
Applicable Law ◽  
Share Ownership ◽  
Limited Company ◽  
Made In

The General Meeting of Shareholders (AGM) held by the company is an important organ in taking various policies in the company. The GMS in practice is set forth in an authentic deed made before a notary and or made in minutes of meetings in the form of a deed under the hand, and then the deed is set forth in the form of an authentic deed and this practice is known as the deed of the decision of the meeting. In this context, the responsibility of a notary in making the deed of declaration of decision of general meeting of shareholders of circular limited company should be studied further, since a Notary is a public official who has authority to make authentic deed of all acts, agreements and stipulations ordered by general regulations or requested by the parties making the deed. Notary as a public official in every execution of his duties should not be out of the "signs" that have been regulated by the applicable law. Based on the results of research can be concluded that the making of Deed of Shareholders General Meeting of Shareholders which made in circulation has been regulated in Law Number 40 Year 2007 and has been allowed, so have legal validity and strength. However, in the verdict the judge has overturned the ruling of the general meeting which was made in circulation regarding the transfer of ownership of the shares, because the judge considered that in making the decision there is one element that has not been completed, namely the signature of several parties. With the cancellation of the decision, it will affect the return of share ownership from the defendant to be returned to the party, and this also affects the notary who participated in making the deed of decision of the general meeting that the notary is required to obey and comply with the stipulated decision.

scholarly journals Notary Responsibility to the Delay in Registration of Limited Liability Companies in Legal Entity Administration System (SABH) Ministry of Law and Human Rights In Accordance with Law Number 40 year 2007 concerning Limited Liability Companies

Jurnal Akta ◽  
2018 ◽  
Vol 5 (3) ◽  
pp. 729
Author(s):  
Meta Budiani ◽  
Amin Purnawan
Keyword(s):  
Human Rights ◽  
Data Analysis ◽  
Limited Liability ◽  
Limited Liability Company ◽  
Analysis Method ◽  
System Delay ◽  
Legal Entity ◽  
Administration System ◽  
Limited Company ◽  
Analytical Research

Limited Liability Company is an alliance of several people to conduct a business whose capital comes from shares owned by the members. Limited Liability Company in the current era is very much needed as the economic development. The method used was an empirical juridical method with descriptive analytical research specifications, while the data analysis method used was qualitative analysis. Based on the results of the research and discussion, it can be concluded that the delay in the registration of the establishment of a Limited Liability Company in the Legal Entity Administration System (SABH) of the Ministry of Law and Human Rights can be overcome by using the Confirmation deed on the previous deed of establishment. The delay in the registration of the establishment of a Limited Liability Company may be due to the delay in the process of making the Company's NPWP by its own Limited Company, or for other reasons which result in the date of registration cannot be registered with SABH and the previously purchased voucher has expired. Regarding the use of the affirmation deed, because of the previous deed of establishment had become an official and included in the notary protocol, the existence cannot be withdrawn. To avoid delays in registration, the notary should conduct socialization to clients who will carry out the process of establishing a Limited Liability Company.Keywords: Limited Liability Company; Legal Entity Administration System; Delay

scholarly journals La empresa familiar y su organización en forma de sociedad mercantil, con especial referencia a la sociedad de responsabilidad limitada

2011 ◽  
pp. 1
Author(s):  
María Angustias Díaz Gómez
Keyword(s):  
Limited Liability ◽  
Limited Liability Company ◽  
Critical Perspective ◽  
The Public ◽  
Advantages And Disadvantages ◽  
Family Enterprise ◽  
Preferential Choice ◽  
The Social ◽  
The Family ◽  
Limited Company

En este trabajo, tras unas consideraciones generales sobre la Empresa Familiar, analizamos, en primer lugar, los tipos sociales mercantiles que puede adoptar en España la Sociedad Familiar, haciendo un repaso de las formas sociales típicas reconocidas por el legislador, reflexionando sobre sus ventajas e inconvenientes. En segundo lugar, nos centramos en el estudio del régimen jurídico de las dos Sociedades Capitalistas más representativas, la Sociedad Anónima y la Sociedad de Responsabilidad Limitada, analizando sus rasgos comunes, todo ello con el fin de dilucidar cuál se adapta mejor a las particularidades de la Sociedad Familiar. En tercer lugar, considerando que la Sociedad de Responsabilidad Limitada es la forma jurídica de creación de Sociedades Familiares más utilizada, se le dedica especial atención, destacando las divergencias fundamentales de regulación entre esta sociedad y la Sociedad Anónima. Asimismo se estudia la Sociedad Limitada Nueva Empresa, como subtipo de la Sociedad de Responsabilidad Limitada. Como conclusión, se trata de arrojar luz sobre la elección preferente de la Sociedad de Responsabilidad Limitada como forma jurídica de constitución de la Sociedad Familiar y, al mismo tiempo, de examinar, desde una perspectiva crítica, la normativa que le resulta aplicable.<br /><br />In this work, after a few general considerations on the Family enterprise, we analyze, first, the types of mercantile companies that the Familiar Company can adopt in Spain, doing a revision of the social typical forms recognized by the legislator, thinking about his advantages and disadvantages. Secondly, we centre on the study of the juridical regime of both most representative Capitalist Companies, the public limited liability company and the Private limited company, analyzing his common features, all this in order to explain which one adapts better to the particularities of the Familiar Company. Thirdly, considering that the Private limited company is the juridical form of creation of Familiar Companies most used, one dedicates special attention, emphasizing the fundamental differences of regulation between this company and the public limited liability company. Likewise we study the Limited Company New Company, as subtype of the Private limited company. As conclusion, it is a question of clarifying the preferential choice of the Private limited company as juridical form of constitution of the Familiar Company and, at the same time, to examine, from a critical perspective, the regulation that him is applicable.<br />

scholarly journals The supervisory board as an instrument of internal corporate governance in a limited liability company

2021 ◽  
Vol 59 (2) ◽  
pp. 59-72
Author(s):  
Marzena Pietrzak
Keyword(s):  
Corporate Governance ◽  
Relevant Literature ◽  
Supervisory Board ◽  
Limited Liability ◽  
Limited Liability Company ◽  
Strategic Decisions ◽  
Legal Provisions ◽  
Statutory Body ◽  
Internal Mechanism ◽  
Day To Day Operations

The supervisory board is a body of authority in the company treated as the basic internal mechanism of corporate governance. The aim of this article is to indicate the importance of the corporate supervision using the example of the supervisory board as a statutory body exercising permanent supervision over the activities of a limited liability company. The study attempts to determine what powers of the aforementioned body should be extended in the articles of association and, optionally, in other corporate documents. This article has been written from a perspective of a legal-dogmatic approach that forms the basis of the analysis of the presented problems, using applicable legal provisions and relevant literature. The conducted analysis shows that the power of the supervisory board cannot be increased in a way that infringes the functions of other company bodies. The supervisory board is expected to be involved in the day-to-day operations of the limited liability company and to make strategic decisions.

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