TRANSFER OF ASSETS WITH SHARE OF FOUNDATIONS TO A LIMITED COMPANY IN THE PERSPECTIVE OF THE FOUNDATION ACT AND THE LIMITED COMPANY Law

2021 ◽  
Vol 4 (1) ◽  
pp. 67
Author(s):  
Cut Mira Sucia ◽  
Ramlan Ramlan ◽  
Surya Perdana
Keyword(s):  
Company Law ◽  
Limited Company

Die Kompetenzen innerhalb der GmbH bei der Sanierung im Schutzschirmverfahren

2019 ◽  
Author(s):  
Patrick Wunder
Keyword(s):  
German Law ◽  
Minority Shareholder ◽  
Point Of View ◽  
Company Law ◽  
Insolvency Law ◽  
Strategic Option ◽  
Limited Company ◽  
Insolvency Proceedings

Especially due to the possibility of incorporating measures under company law into an insolvency plan drawn up in protective proceedings pursuant to Section 270b of InsO (Germany’s insolvency regulations), insolvency proceedings have been seen as a strategic option for an insolvent GmbH (the German equivalent of a limited company) since the ESUG (the German law intended to facilitate company restructuring) came into effect in 2012. However, the ‘Suhrkamp’ case has revealed that insolvency proceedings can turn out to be a ‘horror scenario’, particularly from the point of view of a non-executive (minority) shareholder. Whether this is actually the case also depends on the extent to which shareholders can influence a company’s restructuring in insolvency plan proceedings. In this book, the author therefore examines the extent to which there is a shift in the distribution of responsibilities under company law in the respective stages of such insolvency proceedings. He shows that insolvency law should not have comprehensive priority over company law.

Aufsichtsratskommunikation

2021 ◽  
Author(s):  
Pirmin J. Schauer
Keyword(s):  
Corporate Governance ◽  
Supervisory Board ◽  
Corporate Communication ◽  
Company Law ◽  
Investor Relations ◽  
Economic Perspective ◽  
Active Player ◽  
Limited Company ◽  
German Company

International corporate governance standards are exercising unrelenting pressure on German company law. One of the most pressing questions in current corporate governance debate is to what extent the supervisory board can participate in the investor relations of a public limited company without intruding too far into the executive board's sphere of competence. Starting from the legal and economic perspective on the distribution of information in public limited companies, the author shows on what dogmatic principles such involvement may be permissible. The development of the supervisory board into an active player in corporate communication also means that the role of the supervisory board and the scope of duties of the chairman of the supervisory board must be reviewed in a different light.

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 Minimum Authorized Capital After the Enactment of Job Creation Law: Status Quo, Controversies, and Road Ahead

Lentera Hukum ◽  
2021 ◽  
Vol 8 (1) ◽  
pp. 1
Author(s):  
Kania Jennifer Wiryadi ◽  
Bayu Novendra
Keyword(s):  
Job Creation ◽  
Limited Liability ◽  
Capital Requirements ◽  
Company Law ◽  
Limited Liability Company ◽  
Minimum Capital ◽  
Business Units ◽  
Minimum Capital Requirement ◽  
Limited Company ◽  
Authorized Capital

In a limited liability company, capital becomes one of the primary elements. However, the regulation regarding capital in Indonesia has changed several times, as its latest concern on the enactment of the omnibus bill on Job Creation Law in 2020. This paper discussed the following problems. First, what are the status quo and the development of regulations regarding minimum capital requirements in Indonesia? Second, what are the pros and cons of minimum capital requirement regulations and their developments in other countries? Third, what is the minimum capital requirements regulation that suits the conditions in Indonesia? This paper used legal research, emphasizing literature study. In so doing, the data were analyzed with the deductive method to construct conclusions. This paper showed that each limited liability company from the 1995 Limited Company Law, the 2007 Limited Company Law to the Job Creation Law had various minimum capital requirements provisions that lasted to its abolishment under the Job Creation Law. In this context, the initial policy on the minimum capital requirement was to protect creditors. In practice, however, this policy was not effective because of many other effective alternatives to protect creditors, by encouraging transparency in corporate transactions and offering easy access to corporate information. The dominance of micro and small business units in Indonesia (99% of business units) explained the urgency of eliminating minimum capital requirements regulations. The elimination of minimum authorized capital requirements was a tremendous effort to strengthen micro and small enterprises. KEYWORDS: Limited Liability Company, Job Creation Law, Company Law.

scholarly journals NIEMIECKA USTAWA O SPÓŁCE Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ – NAJNOWSZE ZMIANY

2017 ◽  
Vol 8 (2) ◽  
pp. 191
Author(s):  
Aleksandra Gawrysiak-Zabłocka
Keyword(s):  
German Law ◽  
Limited Liability ◽  
Case Law ◽  
Company Law ◽  
Complex Case ◽  
Limited Liability Company ◽  
The European Union ◽  
Legal Regime ◽  
Limited Company ◽  
German Parliament

The German Private Limited Liability Act – Recent ChangesSummaryThe Gesellschaft mit beschränkter Haftung (GmbH – Private Limited Company) is the most popular organizational form for businesses in Germany – numbering almost one million entities. Nevertheless, few changes had been made since its inception in the late 19th century, leading to complex case law. Moreover, in the famous Centros case the ECJ decided that a businessperson may legally incorporate his or her business anywhere in the European Union, even if this happens for the sole reason of avoiding a stricter national corporate regime. As a result many Germans decided to establish company in U.K. because Ltd. legal regime was by no means more transparent and accessible than the GmbH legal regime (no requirement of minimum share capital). In such a situation, after long discussions, German parliament adopted Gesetz zur Modernisierung des GmbH-Rechts und zur Bekämpfung von Missbräuchen (MoMiG – Law for the Modernisation of the German Limited Liability Company Law and the Prevention of Misuse) which came into force on the 1 November 2008. In the article some of the most important features of the new GmbH-Recht are analyzed. Changes in German law could be an important inspiration for Polish legislator since the discussion on how to make Polish spółka z ograniczoną odpowiedzialnością more competitive and how to prevent abuse of company law is currently underway in our country.

From Centros to Ueberseering: Free Movement of Companies, Private, International Law, and Community

2003 ◽  
Vol 52 (1) ◽  
pp. 177-208 ◽  
Author(s):  
Wulf-Henning Roth
Keyword(s):  
International Law ◽  
Company Law ◽  
Free Movement ◽  
Private International Law ◽  
Minimum Capital ◽  
Court Of Justice ◽  
Limited Company ◽  
Academic Debate

Not many decisions of the Court of Justice have stirred such an intensive academic debate in Germany1 as the Court's well-known Centros judgment,2 dealing with a Danish couple that had registered a private limited company in England and had then applied to register a branch in Denmark. The Danish authorities refused a registration for the reason that under Danish law a ‘foreign limited company’ which does not transact business in its state of incorporation has to fulfil certain requirements of Danish company law, in particular the paying-up of the minimum capital fixed at DKK 200.000. The competent Danish Court referred the question to the Court of Justice whether the Danish regulation was compatible with Article 52 (now Article 43) ECT in conjunction with Article 58 (now Article 48) ECT.

scholarly journals REGULATION AND SUPERVISION OF SHARIA BANKING ACCORDING TO INDONESIAN LEGISLATION

2017 ◽  
Vol 1 (1) ◽  
pp. 16-40 ◽  
Author(s):  
Muhammad Sood
Keyword(s):  
Descriptive Analysis ◽  
Financial Service ◽  
Company Law ◽  
Banking Supervision ◽  
Financial Service Authority ◽  
Positive Law ◽  
Regulation And Supervision ◽  
Limited Company ◽  
Banking Business ◽  
Qualitative Descriptive

The purpose of this research is to analyze the regulation and supervision of Sharia banking business according to positive law in Indonesia, while the target is to be achieved, first, to analyze the regulation of Sharia banking supervision institution of according the positive law; Second, the existence of the institution of Sharia banking supervision, comparison of Sharia banking supervision that conducted by Bank Indonesia, the Financial Service Authority (FSA), the Board of Commissioners, and Board of Sharia Supervisory (BSS) according to Indonesian positive law. The gathering of legal materials conducted through the study of literature, then conducted a qualitative descriptive analysis to obtain a prescriptive conclusion deductively. The result of research shows that the regulation and supervision of Sharia banking in Indonesia at first is the authority of Bank Indonesia, then change judicially to become the authority of the FSA. The supervision of Sharia bank internally is also the authority of the Board of Commissioner and ShariaBSS as stipulated in the Banking Law of Sharia and Limited Company Law. Base on the result of research, there are inconsistent or conflict of norm about authority among institutions on regulation and supervision of banking. The problem can cause the legal uncertainty in the implementation of its functions, duties and authority of the FSA as an institution that is mandated by law in conducting regulation and supervision of banking. Therefore, it necessary to regulate comprehensively about Sharia banking supervision in an article or provision clearly and comprehensible, because of there are differences of the characteristics of Sharia banking activities.

9. Company law I: trading structures and forming the business

2019 ◽  
pp. 130-142
Author(s):  
James Marson ◽  
Katy Ferris
Keyword(s):  
Limited Liability ◽  
Company Law ◽  
Business Organization ◽  
Essential Information ◽  
Share Capital ◽  
External Regulation ◽  
Limited Company ◽  
Potential Losses ◽  
Limited Liability Partnership ◽  
Business Formation

Each Concentrate revision guide is packed with essential information, key cases, revision tips, exam Q&As, and more. Concentrates show you what to expect in a law exam, what examiners are looking for, and how to achieve extra marks. This chapter reviews the law on business organization and business formation. The five main types of business organization (trading structure) applicable in England and Wales are: sole trader; simple partnership; limited liability partnership; private limited company; and public limited company. Sole trader organizations are very flexible but expose the owner to unlimited liability for losses, whilst operating a limited company limits potential losses of the shareholders but is subject to external regulation. A partnership can be ‘simple’, ‘limited’, or a ‘limited liability partnership’. Private limited companies are not required to have a minimum share capital but public limited companies require a minimum of £50,000 allotted share capital on registration.

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