Company Formation: A Practical Global Guide is the only publication to explain, in one volume, the legislation on company formation in a wide range of key jurisdictions
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Höhe: 240 mm
Breite: 160 mm
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ISBN-13
978-0-9548706-3-8 (9780954870638)
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Schweitzer Klassifikation
General Editor Agusti Jausas is the founder of the law firm JAUSAS, with offices in Barcelona and Madrid. The author of several books and a regular contributor to journals, Mr Jausas also served for eight years as chairman of the International Bar Association Sub-committee on Agency and Distribution, Section on Business Law, and for four years as co-chairman of the Committee on International Sales and Related Commercial Transactions. Mr Jausas has participated in many national and international conferences and seminars on international commercial law and on the regulation of agency and distribution agreements, and has also been very active in the formation of subsidiaries in different jurisdictions.
1 Types of limited liability company and applicable legislation 2 Incorporation 2.1 Prior to incorporation. Proceedings: 2.1.1 Name registration 2.1.2 Contributions to the company equity 2.1.3 Declaration of foreign investment, if any 2.1.4 Tax number for foreign partners/directors 2.2 Incorporation of the company. 2.2.1 Bylaws. 2.2.1.1 Essential clauses 2.2.1.2 Clauses not foreseen by law 2.2.1.3 Enlargeable clauses ruled by law 2.2.2 Execution of public instrument 2.2.3 Tax number for the company 2.2.4 Payment of indirect taxes 2.2.5 Registration with the mercantile registry 2.2.6 Legalization of official books 2.2.7 Declaration of set up activity and other tax declarations 3 Number of partners. Unipersonality 4 Corporate name. Limitations 5 Domicile 6 Object 7 Capital stock 7.1 Minimum amount 7.2 Nature of contributions 7.3 Partial payments 7.4 Share certificates. Systems of representing shares 7.5 Restrictions to the transfer of shares 7.6 Transfer of shares: formalities required 8 Equity 8.1 Balance between capital / own resources 8.2 Convertible bonds Chapter overview 1 of 2 9 Administration of the company 9.1 General meeting of partners 9.1.1 Quorums of attendance to meetings 9.1.2 Quorums for adoption of resolutions 9.1.3 Challenge of resolutions 9.2 Administrative body 9.2.1 Different systems of administration 9.2.2 Term of office, resignation and removal of directors 9.2.3 Directors' liability to third parties 9.2.4 Non-competition 9.2.5 Special duties of secrecy and loyalty 9.2.6 Civil and criminal liability: legislative framework and consequences 9.3 Others 9.3.1 Attorneys 9.3.2 Controllers and internal auditors 10 Fiscal year. Duration and start of activities 11 Financial statements 11.1 Company tax 11.2 Annual accounts: 11.2.1 Documents 11.2.2 Audit report 11.2.3 Approval and distribution of profits 11.2.4 Deposit and publicity 12 Company reorganization: transformation, merger and split-off 13 Eventual partner separation 14 Dissolution and liquidation 15 Limited liability of a branch
