Exemptions and privileges for private company

Section Nature of exemption/privileges .
statement in lieu of prospectus need not be delivered to the registrar before allotting shares (Exemption/privilege under this section is also available to a private company, which is subsidiary of a public company). Financial assistance can be given for purchase of or subscribing for its own shares in its holding company. Further shares can be issued without passing special resolution or obtaining central government s approval and without offering the same necessarily to existing shareholders (Exemption/privilege under this section is also available to a private company, which is subsidiary of a public company). Provisions as to kinds of share capital (sec.85), further issue of share of capital(sec.86), voting rights(sec 87), issue of shares with disproportionate rights (sec 88) and termination of disproportionate excessive rights (sec 89). Business can be commenced immediately on incorporation with out obtaining a certificate of a commencement from Registrar (Exemption/privilege under this section is also available to a private company which is subsidiary of a public company). It is not necessary to hold a statutory meeting and to send statutory report to shareholders and file the same with Registrar (Exemption/privilege under this section is also available to a private company which is subsidiary of a public company). Articles of private company ma provide for regulations relating to general meetings without being subject to the provisions of sections 171 to 186. Any amount of managerial remuneration can be paid and the same is not restricted to any particular proportion of the net profits. Private company can appoint a firm or body corporate to an office or place of profit under the company. Private company need not have more than two directors. A proportion of directors need not retire every year.

70(3)

77(2)

81(3)

90(2)

149(7)

165(10)

170(1)

198(1)

204(6)

252(2) 255(1)

257(2)

Statutory notice, etc, is not required for a person to stand for election as a director.

259

Central Government s sanction is not required to effect increase in the number of directors beyond 12 or the number fixed by articles of association. In passing resolution for election of directors, all directors can be appointed by a single resolution. Consent to act as director need not be filled with registrar. Restriction on appointment or advertisement of directors as regards consent and qualification of shares does not apply. Central Government s sanction is not required to modify any provision relating to appointment of managing, whole-time or non-rotational directors. Central Government s approval is not required for appointment of managing or wholetime director or manager. Directors of a private company need not posses any share qualifications, in terms of sections 270. Restrictive provisions regarding total number of directorships which any person may hold do not include directorships held in private companies which are not subsidiary of public company. Certain restrictions on powers of board of directors do not apply. Prohibition against loans to directors does not apply. Prohibition against participation in board meetings by interested director does not apply. Date of birth of director need not be entered in the register of directors. There is no restriction on remuneration payable to directors. Any change in restriction on remuneration payable to directors also does not require Government s approval. Any increase in the remuneration not being sitting fees beyond specified limit of directors on a appointment or reappointment does not require central government s approval.

263(1)

264(3) 266(5)

268

269(2)

273

275 to 279

293(1) 295(2) 300(2) 303(1) 309(9) 310

311

316(1)&

sports club. remuneration of the manager. etc. Person can enter into contract on behalf of company as undisclosed principle and need not give intimation to the other directors. There is no prohibition against purchase of shares.312 and 317 . 310. 350& 355 There is no restriction on appointment of managing director. The corporation may be a business. This article focuses on the process of incorporation.317(4) 349. 409(3) Central Government cannot exercise its power to prevent change in board of directors which is likely to affect the company prejudicially. In a . 370(2) 372(14) 388 A There is no restriction on making loans to other companies. and also provisions of sections 269. and legal judgments. in other companies. 416(1) Incorporation Incorporation is the forming of a new corporation (a corporation being a legal entity that is effectively recognized as a person under the law). Provisions relating to method of determination of net profits and ascertainment of depreciation do not apply. see also corporation. Provisions of sections 386 and 387.311. etc. a non-profit organization. or a government of a new city or town. In the United States Legal benefits y Protection of personal assets.. accounts payable. One of the most important legal benefits is the safeguarding of personal assets against the claims of creditors and lawsuits. which restrict the number of companies of which a person can be appointed as manger.. Sole proprietors and general partners in a partnership are personally and jointly responsible for all the liabilities of a business such as loans. do not apply.

". and a legal ending. Corp. Credit rating. its principal place of business and the number and type of shares of stock. the creditor can seize ownership shares in the corporation.) are the possible legal endings in the U. depending on the state. corporations are taxed at a lower rate than individuals are. cars or boats. or their respective abbreviations (Inc. a legal ending to their names. cannot claim a capital loss greater than $3. directors and officers typically are not liable for the company's debts and obligations. Some corporations choose not to have a descriptive element. However. the word "Tiger" is the distinctive element. Steps required for incorporation y y y The articles of incorporation (also called a charter. who can vote and the manner in which shareholders will be notified if there is need for an additional "special" meeting. if a shareholder purchased $100 in stock. They are limited in liability to the amount they have invested in the corporation. the transfer of ownership in a corporation incorporated in Delaware is not required to be filed or recorded. the word "Computers" is the descriptive element. For example.000 unless the owner has offsetting capital gains. A corporation is capable of continuing indefinitely.[1] A registration fee is due. Durability. Bylaws outline a number of important administrative details such as when annual shareholder meetings will be held. Also. Ltd. such as a 401(k). Incorporated. All corporations must have a distinctive element.y y y y y y corporation. Some state laws are particularly corporate-friendly. Usually." is the legal ending. Corporations and limited liability companies (LLCs) may hold assets such as real estate. on the other hand. limited. a corporation can acquire its own credit rating. Taxation. Ownership in a corporation or LLC is easily transferable to others. Retirement funds. either in whole or in part. and build a separate credit history by applying for and using corporate credit.. Raising funds through sale of stock. however. as they are considered a personal asset. directors. may be established more easily. and corporation. The legal ending indicates that it is in fact a legal corporation and not just a business registration or partnership. For example. Inc.000. listing the purpose of the corporation. If a shareholder of a corporation is personally involved in a lawsuit or bankruptcy. Its existence is not affected by the death of shareholders. Retirement funds and qualified retirements plans. and the "Inc. . they can own shares in other corporations and receive corporate dividends 80% taxfree. and in most filing jurisdictions. Regardless of an owner's personal credit scores. Transferable ownership. There are no limits on the amount of losses a corporation may carry forward to subsequent tax years.. or officers of the corporation. "descriptive element". A corporate name is generally made up of three parts: "distinctive element". A creditor of a shareholder of a corporation or LLC cannot seize the assets of the company. which is usually between $25 and $1. these assets may be protected. certificate of incorporation or letters patent) are filed with the appropriate state office. In the United States. stockholders. no more than $100 can be lost. In the name "Tiger Computers.S. A corporation can easily raise capital from investors through the sale of stock. there are also corporate bylaws which must be filed with the state. A sole proprietorship.

A private company and a public limited company not having share capital are not required to comply with any other formalities and may commence its business activities immediately after obtaining the certificate of incorporation from the concerned Registrar of Companies. 1956. Requirement for obtaining commencement of business certificate A public limited company having share capital cannot commence business until it has obtained the certificate to commence business (COB) from the concerned Registrar of Companies. A private limited company. However. it amounts to little more than recording key corporate decisions (for example. . the following actions are required to be taken:² (i) the company shall file with the Registrar a statement in lieu of prospectus (SLP) (signed by every director) electronically at the MCA portal in the form given in Schedule III to Act together with the E-Form 62 and shall pay the prescribed fee by online or offline as per Schedule X of the Companies Act.Reporting after incorporation Assuming a corporation has not sold stock to the public. borrowing money or buying real estate) and holding an annual meeting. Action required on the part of the company to obtain commencement of business certificate (Refer Section 149) 1. which has converted into public limited company. (ii) the directors should pay the value of the shares to the extent money is payable in cash with application/allotment. Commencement of Business: Certificate of Commencement of Business: Procedural Analysis The date of incorporation of a company may not be the date of commencement of business. Normally a new company will comply with the required formalities and obtain the commencement of business certificate (COB) from the Registrar as soon as possible after formation because it cannot commence any business activities or exercise its borrowing powerswithout it. Often. is also not required to obtain certificate of commencement of business. even these formalities can often be done by written agreement and do not usually neeed a face-to-face meeting. conducting corporate business is remarkably straightforward. Where A Company Not Issues Prospectus For Public Subscription For obtaining a certificate to commence business.

(c) list of Directors. 5. (b) confirmation for paid up share capital to the extent of Rs. (iv) the company shall not allot any share or debenture at least for three days after filing of statement in lieu of prospectus with the Registrar. to the effect that the requirements of section 149(2) have been complied with. [Section 70(1)]. (d) consent of the Auditors to include their name in the Prospectus/Statement in lieu of Prospectus. contracts entered into by the promoters before incorporation of the company.000 and proof thereof. a public company shall file the following documents with the Registrar of Companies as desired by section 149:² (1) A prospectus/statement in lieu of prospectus as the case may be along with following documents:² (a) list of the members of the company with their shareholdings.00. viz copy of bank statement etc. (v) the company shall pay the prescribed filing fee by online or offline under Schedule X on SLP and on e-Form 20 to the Registrar of Companies. Manager. etc. Auditors and changes among them.(iii) a duly certified declaration shall be filed electronically at the MCA portal in the E-Form 20 and a stamped copy shall be simultaneously filed with the Registrar signed by a director/secretary or by secretary in practice where there is no secretary. Procedure For Obtaining Certificate of Commencement Of Business In order to obtain COB. if any. (i) certified copy of the resolution passed by the Board for approval of prospectus /statement in lieu of prospectus for filing with the Registrar. Secretary. (e) copy of the agreements for appointment of Managing Director. (g) details of the preliminary expenses incurred by the company. Underwriters. (f) printed and certified copy of the Memorandum and Articles of Association of the company. if any. The Registrar of Companies shall then issue the requisite certificate of commencement of business. (h) power of attorney to make corrections in the Prospectus/Statement in lieu of prospectus and to obtain certificate for commencement of business from the Registrar of Companies. .

It is one of the documents required to incorporate a company in the United Kingdom. have agreed to become members and. Since 1 October 2009.[1] Companies incorporated prior to 1 October 2009 are not required to amend their memorandum. When the first limited companies were incorporated.. the location of its registered office. to take at least one share each. and its authorised share capital. if a company's constitution contains any restrictions on the objects at all. In the Companies Act 1989 the term "General Commercial Company" was introduced which meant that companies could undertake "any lawful or legal trade or business. the objects of the company. Ireland. it no longer forms part of the company¶s constitution and it contains limited information compared to the memorandum that was required prior to 1 October 2009. in e-Form 19/20 as the case may be. It is no longer required to state the name of the company. Historically. by one of the directors or secretary or. are deemed to form part of the Articles. Requirements While it is still necessary to file a memorandum of association to incorporate a new company. and is also used in many of the common law jurisdictions of the Commonwealth. which is a proper noun and usually includes other words). a company's memorandum of association contained an objects clause. Pakistan and India. which limited its capacity to act. where there is no secretary. is the document that governs the relationship between the company and the outside.(2) A duly verified declaration on stamp paper that provisions of section 149 of the Act have been complied with. Those details which are now required to appear in the Articles. in the case of a company that is to have a share capital. the objects clause had to be widely drafted so as not to restrict the board of directors in their day to day trading. the type of company (such as public limited company or private company limited by shares). those restrictions will form part of the articles of association. Capacities The memorandum no longer restricts what a company is permitted to do. such as the objects clause and details of the share capital. It is basically a statement that the subscribers wish to form a company under the 2006 Act. Memorandum of association The memorandum of association of a company. often simply called the memorandum (and then often capitalised as an abbreviation for the official name." . by a secretary in whole time practice.

If the company is to be a non-profit making company.and his/her mode of election the dividend policy . of an American or Canadian Company. Together with the memorandum of association. statuts in France. to become members and. The following is largely based on British Company Law. not all of which is required in a country's law. references which are made at the end of this Article. The Articles are a requirement for the establishment of a company under the law of India.h Purpose The memorandum of association records the agreement of the first subscribers to form a company under the 2006 Act. the articles will contain a statement saying that the profits shall not be distributed to the members.the conditions. statut in Poland.the real estate of the other the appointments of directors . The equivalent term for LLC is Articles of Organization. removing the need for an objects clause at all. in the case of a company that is to have a share capital. Existing companies may take advantage of this change by passing a special resolution to remove their objects clause.for example. Although all terms are not discussed.the valuations of the IPR of one partner and.the quorum and percentage of vote management decisions . Roughly equivalent terms operate in other countries. they constitute the constitution of a company. notice to members confidentiality of know-how and the founders' agreement and penalties for disclosure . say. are often simply referred to as articles (and are often capitalized as an abbreviation for the full term). Articles of association The term articles of association of a company. the United Kingdom and many other countries.a percentage of profits to be declared when there is profit or otherwise winding up .whether the board manages or a founder transferability of shares . The Articles can cover a medley of topics. Companies incorporated on and after 1 October 2009 without an objects clause are deemed to have unrestricted objects. to take at least one share each.which shows whether a shareholder dominates or shares equality with all contributors directors meetings . or articles of incorporation. such as Gesellschaftsvertrag in Germany. different voting rights attached to different classes of shares valuation of intellectual rights.The Companies Act 2006 relaxed the rules even further. they may cover: y y y y y y y y y y the issuing of shares (also called stock).assignment rights of the founders or other members of the company do special voting rights of a Chairman.Jeong-gwan in South Korea.

Usually. The Chair may have to 'break' the vote if there is a 'tie'.y first right of refusal . At the AGM. The Treasurer and Chairperson is usually the privilege of one of the JV partners (which nomination can be shared). A certain quorum of shareholders are required to meet. The Directors survey their area of responsibility. but for convenience. Voting can be taken in person or . At each meeting there is an 'agenda' before it. For their assurance. and day-to-day working. Where decisions are made by a show of hands is challenged.purchase rights and counter-bid by a founder. the shareholders are permitted to elect an Auditor at each AGM. The Chairperson is generally a well-known outsider but he /she may be a working Executive of the company. or may not. Each usually has the right to nominate. unlimited by the quorum. take all decisions. There can be Internal Auditors (employees)as well as an External Auditor. its Head. The Objectives and the purpose of the Company are determined in advance by the shareholders and the Memorandum of Association (MOA). it is canceled and another Meeting called. the Chair is always present. The Chair would be a person not associated with the promoters of the company. which may be statutory (e. If it at that too a quorum is not met. There are variations to this among companies and countries. It is presided over by the Chairperson.if separate. The Board meets several times each year. The Directors may. The number of Directors depends on the size of the Company and statutory requirements. the shareholders elect a Board of Directors (BOD) at the Annual General Meeting (AGM).g. Decisions are taken by a show of hands. A minimum number of Directors (a quorum) is required to meet. without objection of the other.they may have to view the Objectives of the Company and competitive position.Office. The AGM is called with a notice sent to all shareholders with a clear interval. In the emerging countries there are usually some major shareholders who come together to form the company. a certain number of Directors who become nominees for the election by the shareholder body at the AGM. India). may present his/her view but this is not necessarily so . Shareholders may also elect Independent Directors (from the public). a Third Meeting may be called and the members present. or in his absence. a person is generally a well-known outsider. which denotes the name of the Company. They may determine to make a 'Resolution' at the next AGM or if it is an urgent matter. the BOD manages the Company. it is met by a count of votes. by the Vice-Chair. This is either determined by the 'by-laws' or is a statutory reqirement. Once elected. the various Resolutions are put to vote. be employees of the Company. A Company is essentially run by the shareholders. The MOA is generally filed with a 'Registrar of Companies' who is an appointee of the Government the country. The shareholders play no part till the next AGM/EGM. It cannot be changed except at an AGM or Extraordinary General Meeting (EGM) and statutory allowance. at an EGM. If the quorum requirement is not met . street address.for public access. and (founding)Directors and the main purposes of the Company . The Directors who are the electives of one major shareholder. typically of an American Company. by the elected Directors.

file with the Registrar either a prospectus or a statement in lieu of prospectus. a written statement signed by those persons. others not. within a period of 1[thirty] days after the said date. The Ordinary Resolution requires the endorsement by a majority vote. The Special Resolution requires a 60. as specified in sub-section (2). Shareholders other than partners may vote. alters its articles in such a manner that they no longer include the provisions which. and the said Parts I and II shall have effect subject to the provisions contained in Part III of that Schedule. and (b) Shall. without giving the reasons indicated therein. an authorization from the shareholder. (4) Where any prospectus or statement in lieu of prospectus filed under this section includes any untrue statement. (c) Where the persons making any such report as is referred to in clause (a) or (b) have made therein. setting out the adjustments and giving the reasons therefor. Each share carries the number of votes attached to it. or have. (3) If default is made in complying with sub-section (1) or (2). Two types of decision known as the Ordinary Resolution and a Special Resolution. as the case may be. 44. as on the date of the alteration. or with both.by marking the paper sent by the Company. shall set out the reports specified therein. sometimes easily met by partners' vote. or with fine which may extend to 3[fifty thousand rupees]. unless he proves either that the statement was immaterial or that he had reasonable ground to believe. cease to be a private company. and did up to the time of the filing of the prospectus or statement believe. shall have endorsed thereon or attached thereto. and every officer of the company who is in default. (b) Every statement in lieu of prospectus filed under sub-section (1) shall be in the form and contain the particulars set out in Part I of Schedule IV. that the statement was true. any such adjustments as are mentioned in clause 32 of Schedule II or clause 5 of Schedule IV. .(a) Shall. A Special Resolution can be tabled at a Director's Meeting. (2)(a) Every prospectus filed under sub-section (1) shall state the matters specified in Part I of Schedule II and set out the reports specified in Part II of that Schedule. being a private company. The matters which require the Ordinary and Special Resolution to be passed are enumerated in Company or Corporate Law . and in the cases mentioned in Part II of that Schedule. A person who is not a shareholder of the Company can vote if he/she has the 'proxy'. under clause (iii) of sub-section (1) of section 3. any person who authorised the filing of such prospectus or statement shall be punishable with imprisonment for a term which may extend to two years. the prospectus or statement in lieu of prospectus filed as aforesaid. Prospectus or statement in lieu of prospectus to be filed by private company on ceasing to be private company (1) If a company. the company. and the said Parts I and II shall have effect subject to the provisions contained in Part III of that Schedule. are required to be included in the articles of a company in order to constitute it a private company. shall be punishable with fine which may extend to 2 [five thousand rupees] for every day during which the default continues. the company. Special Resolutions covering some topics may be a statutory requirement. Some votes maybe for the decision.70 or 80% of the vote as stipulated by the 'constitution' of the Company.

If acting in accordance with the Companies Act 2006 s 617. (6) For the purposes of sub-section (4) and clause (a) of sub-section (5). Preference shares typically carry a right that gives the holder preferential treatment when annual dividends are distributed to shareholders. A company cannot issue only redeemable shares. Also. a limited company can increase its authorized capital as appropriate. where a business is wound up. Types of shares A company may have many different types of shares that come with different conditions and rights. by consolidating 100 shares of £1 into 25 shares of £4 . reduction (see reduction of capital). and (b) Where the omission from a prospectus or a statement in lieu of prospectus of any matter is calculated to mislead. alteration of share capital An increase.g. Ordinary shareholders are the last to be paid if the company is wound up. provided the company has distributable profits. It can also rearrange its existing authorized capital (e. There are four main types of shares: y y y y Ordinary shares are standard shares with no special rights or restrictions. they are likely to be repaid the par or nominal value of shares ahead of ordinary shareholders. it will be carried forward to successive years. Dividends on cumulative preference shares must be paid. means included in the prospectus or statement in lieu of prospectus itself or contained in any report or memorandum appearing on the face thereof. Cumulative preference shares give holders the right that. which means that a shareholder would not benefit from an increase in the business' profits. usually they have rights to their dividend ahead of ordinary shareholders if the business is in trouble. to be a prospectus or a statement in lieu of prospectus in which an untrue statement is included. They have the potential to give the highest financial gains. the expression "included" when used with reference to a prospectus. Redeemable shares come with an agreement that the company can buy them back at a future date . However. but also have the highest risk.(5) For the purposes of this section(a) a statement included in a prospectus or a statement in lieu of prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included. Shares in this category receive a fixed dividend. despite the earning levels of the business. or by reference incorporated therein. the prospectus or statement in lieu of prospectus shall be deemed.this can be at a fixed date or at the choice of the business. or statement in lieu of prospectus. or any other change in the authorized capital of a company. in respect of such omission. if a dividend cannot be paid one year.

Capital reduction A reduction of capital is a capital re-organisation that has the effect of allowing the return to shareholders of capital would otherwise not be distributable. One common scenario where a reduction of capital is useful is a company that has large accumulated losses but has returned to profitability and wishes to pay GLYLGHQGV . so their economic effect is to return current profits to VKDUHKROGHUV in a way that appears (again) )as a capital gain . would mean that many shareholders would be unable to avoid paying LQFRPHWD[ on the special dividend. these powers may be exercised by an ordinary resolution. Mechanisms such as this vary with the shareholder base (i. if a business has genuinely returned to profitability and is likely to remain solvent. is to convert share capital into debt. there is no real reason why it should not be able to pay some of those profits to shareholder. One easy solution would be the conversion of non-distributable reserves to distributable. One alternative (that has been used by large UK listed companies).e. followed by the payment of a special dividend. The solution is to convert non-distributable reserves into distributable reserves. Share buy-backs are often not a real reduction in capital at all. because it has arranged a sale and leaseback that has taken a lot of assets off its balance sheet. or with a lower par value) and bonds. A reduction of capital is used to increase distributable reserves to make dividend SD\PHQWV There are a number of possible mechanisms.or by subdividing 100 shares of £1 into 200 of 50p) and cancel unissued shares. and time it to their advantage. it may take many years before balance sheet retained earnings turns positive again. If large losses have been made in the past. the conversion of share capital and non-distributable reserves into debt capital the conversion of non-distributable reserves into distributable reserves. This allows shareholders to take the return of capital as a capital gain. They will also evolve over time as tax rules change. However. This. Existing shares are cancelled and replaced with new VKDUHV (fewer. including: y y y a share buy back. what sort of tax effects the majority of shareholders want). however. Most companies that buy-back shares tend to buy small quantities every year. Another common scenario is a company that simply no longer needs as much capital as it did ² for example. Unless the articles of association provide otherwise. the latter typically redeemable at the option of the holder. or because it has sold a business.

a right. and rex (meaning "king"). and it was advocated by thinkers such as Henry David Thoreau. and the history of social conflicts can be found in the history of each right and its development. whence norm normal and normative itself. that is. itself. etc. but what if laws are bad? Some theorists suggest civil disobedience is.g. and the precise definition of this principle. whence regaland thence royalLikewise many more geometric terms derive from this same root. the English words rule and ruler deriving still from the same root. . in turn from (o)reg'(a). such as erect (as in "upright")rectangle (literally "right angle")straight and stretch. Martin Luther King Jr. A wide variety of meanings Rights are widely regarded as the basis of law. and ultimately from Proto-Indo-European *reg-tomeaning ³having moved in a straight line´.Rights Rights are legal. or ethical principles of freedom or entitlement. and German recht Many other words related to normative or regulatory concepts derive from this same root. or a ruler as in a straightedge). such as French droit. a ruler as in a king. beyond having something to do with normative rules of some sort or another. The connection between rights and struggle cannot be overstated ² rights are not as much granted or endowed as they are fought for and claimed. and Gandhi. is controversial. meaning "perpendicular angle"and thence order ordinary. or ethical theory. with different and sometimes opposing definitions. a single word derived from the same root means both "right" and "law". and likewise Greek ortho whence Latin ordo meaning either "right" or "correct" (as in orthodox. Spanish derecho. Like right. Several other roots have similar normative and geometric descendants. Rights are often considered fundamental to civilization. being regarded as established pillars of society and culture. such as Latin norma. in turn from ProtoGermanic *ri taz meaning ³right" or "direct´. rights are the fundamental normative rules about what is allowed of people or owed to people. Etymology The Modern English word right derives from Old English riht or reht.meaning ³to straighten or direct´ In several different Indo-European languages. and also geometric concepts such as surface normals.. and the essence of struggles past and ancient are encoded in the spirit of current concepts of rights and their modern formulations. social convention. There is considerable disagreement about what is meant precisely by the term rights. regulate. meaning "correct opinion) or "straight" or "perpendicular" (as in orthogonal. social. Rights are of essential importance in such disciplines as law and ethics. It has been used by different groups and thinkers for different purposes. especially theories of justice and deontology. have both normative or regulatory and geometric meanings (e. according to some legal system. including correct.

Many diverse things are claimed as rights: A right to life. inhere in every individual. law. the forfeitable right to liberty. such as: Who is alleged to have the right: Children's rights. and the waivable right that a promise be kept. to go to hell in one's own way. itself. rights of privacy. Natural rights versus legal rights According to some views. They exist necessarily. to work. workers' rights.One way to get an idea of the multiple understandings and senses of the term is to consider different ways it is used. to dissolve parliament. They are universal. that is. to be left alone. certain rights derive from God or Nature y Natural rights are rights which are derived from nature. and political science. legal rights derive from the laws of the society. How the asserted right can be affected by the rightholder's actions: The inalienable right to life. particularly within fields such as philosophy. laws. to operate a forklift. and do not derive from the laws of any specific society. are based on a society's customs. a right to believe one's own eyes. states' rights. There are likewise diverse possible ways to categorize rights. Citizenship. There has been considerable debate about what this term means within the academic community. to strike. statutes or actions by legislatures. and has been defined as the "right to have rights". to asylum. it has been argued that humans have a natural right to life. in contrast. deontology. the rights of peoples. One way to look at different senses of the term of rights is to examine contrasting ideas about the concept. is often considered as the basis for having legal rights. to launch a nuclear first strike. a right to vote. a right to one phone call. Legal rights are sometimes called civil rights or statutory rights and are culturally and politically relative since they depend on a specific societal context to have meaning. to pronounce the couple husband and wife. to pass judgment. For example. property rights. animal rights. they apply to all people. Legal rights. a right to exist. logic. y . customary rights are aspects of local customs. to equal treatment before the law. Why the rightholder (allegedly) has the right: Moral rights spring from moral reasons. to remain silent. to a distinct genetic identity. to carry a concealed weapon. An example of a legal right is the right to vote of citizens. a right to choose. to feel proud of what one has done. They're sometimes called moral rights or inalienable rights. and can't be taken away. bodily rights. What actions or states or objects the asserted right pertains to: Rights of free expression. to sentence an offender to death.

A liberty right or privilege. without the claim-holder's permission. these rights impose an obligation upon others not to assault or restrain a person. he or she has a claim to that service or product (another term is thing in action). if a person has a legal liberty right to free speech. if a person has a claim right against someone else." For example. such as other people's private property." Every claim-right entails that some other duty-bearer must do some duty for the claim to be satisfied. For example. a person has a liberty right to walk down a sidewalk and can decide freely whether or not to do so. For example. refrain from stopping them from speaking. There has been considerable philosophical debate about these senses throughout history. Jeremy Bentham believed that legal rights were the essence of rights. Positive rights versus negative rights . this idea can be expressed as: "Person A has a claim that person B do something if and only if B has a duty to A to do that something. or to listen to their speech. that merely means that it is not legally forbidden for them to speak freely: it does not mean that anyone has to help enable their speech. may severely limit what others can do to stop them. whereas Thomas Aquinas held that rights purported by positive law but not grounded in natural law were not properly rights at all. that is. For example. or use their property. many jurisdictions recognize broad claim rights to things like "life. citizens have legal claim rights to be provided with those services. Claim rights versus liberty rights A deed is an example of a claim right in the sense that it asserts a right to own land. such as the claim right to be free from assault. per se. But pedestrians may have an obligation not to walk on certain lands. Somebody else must do or refrain from doing something to or for the claim holder. This particular deed dates back to 1273. since there is no obligation either to do so or to refrain from doing so. but only a facade or pretense of rights. and property". to which those other people have a claim right. or even. and he denied the existence of natural rights. in contrast. Likewise. y A claim right is a right which entails that another person has a duty to the right-holder. y Liberty rights and claim rights are the inverse of one another: a person has a liberty right permitting him to do something only if there is no other person who has a claim right forbidding him from doing so.Some thinkers see rights in only one sense while others accept that both senses have a measure of validity. and there are no obligations on other parties to do or not do anything. In logic. Likewise. such as perform a service or supply a product for him or her. This can be expressed in logic as: "Person A has a privilege to do something if and only if A has no duty not to do that something. This duty can be to act or to refrain from acting. liberty. then that other person's liberty is limited. is simply a freedom or permission for the right-holder to do something. So a person's liberty right of walking extends precisely to the point where another's claim right limits his or her freedom. in jurisdictions where social welfare services are provided. though other rights.

In this sense. the US. however. Accordingly: y Individual rights are rights held by individual people regardless of their group membership or lack thereof. For example. for example. However.g. In other democracies e. or which governments or authorities. But there is another sense of group rights in which people who are members of a group can be thought of as having specific individual rights because of their membership in a group. One example of a positive right is the purported "right to welfare. or entitlements to be done unto. citizens have a positive right to vote but they don't have a negative right to not vote. they permit or require doing nothing. This is the understanding of thinkers such as Ayn Rand who argued that only individuals have rights. since individual members are willing to risk their lives for the survival of the group. a right is a permission to do something or an entitlement to a specific service or treatment. it's possible to see a group as a distinct being in and of itself. For example. Individual rights versus group rights The general sense of right is that they are possessed by individuals in the sense that they are permissions and entitlements to do things which other persons. positive and negative rights should not be confused with active rights (which encompass "privileges" and "powers") and passive rights (which encompass "claims" and "immunities"). the group becomes like an organism in itself and has rights which trump the rights of any individual soldier. rights may allow or require inaction. Australia. and these rights have been called positive rights. In other words. since non-voting citizens can be fined.g. y Though similarly named. a soldier who disobeys an officer can be punished. a platoon of soldiers in combat can be thought of as a distinct group. perhaps even killed. or group rights. for a breach of obedience. and these are called negative rights. it's akin to an enlarged individual which has a distinct will and power of action and can be thought of as having rights. Accordingly: y Positive rights are permissions to do things. can not infringe." Negative rights are permissions not to do things. and therefore the group can be conceived as having a "right" which is superior to that of any individual member. if they desire. people can stay home and watch television instead. others have argued that there are situations in which a group of persons is thought to have rights.In one sense. the set of rights which individuals-as-group-members have is expanded because of their membership in a group. or entitlements to be left alone. Often the distinction is invoked by libertarians who think of a negative right as an entitlement to "noninterference" such as a right against being assaulted. . However. Do groups have rights? Some argue that when soldiers bond in combat. in some democracies e. in another sense. y Group rights have been argued to exist when a group is seen as more than a mere composite or assembly of separate individuals but an entity in its own right. according to her philosophy called Objectivism. citizens have the positive right to vote and they have the negative right not to vote.

For example. individual members of a union may wish a wage higher than the union-negotiated wage. do the supposed "individual rights" of the workers prevail about the proper wage? Or do the "group rights" of the union regarding the proper wage prevail? Clearly this is a source of tension. only the union has a right to decide matters for the individual union members such as wage rates. Sales Promotion. Direct Mail. For example. marketing communications has its own 'promotions mix. Promotion Another one of the 4P's is 'promotion'. The message is decoded by a car radio (decoding) and the target consumer interprets the message (receiver). He or she might visit a dealership or seek further information from a web site (Response). A classic instance in which group and individual rights clash is conflicts between unions and their members. Public Relations. Sponsorship The elements of the promotions mix are integrated to form a coherent campaign. such as the rights to specific working conditions or wages. Noise represent the thousand . As with all forms of communication.Borden's marketing mix. workers who are members of a group such as a labor union can be thought of as having expanded individual rights because of their membership in the labor union. It is transmitted during a set of commercials from a radio station (Message / media). This information will inform future elements of an integrated promotional campaign. Advertising. It is the same with promotions.' Think of it like a cake mix. The message from the marketer follows the 'communications process' as illustrated above. the basic ingredients are always the same. Trade Fairs and Exhibitions. there is sometimes considerable disagreement about what exactly is meant by the term "group" as well as by the term "group rights. However if you vary the amounts of one of the ingredients. You can 'integrate' different aspects of the promotions mix to deliver a unique campaign. The elements of the promotions mix are: y y y y y y y Personal Selling. but are prevented from making further requests. The car manufacturer (sender) pays for a specific advert with contains a message specific to a target audience (encoding). The consumer might buy a car or express an interest or dislike (feedback). in a so-called closed shop which has a union security agreement. the final outcome is different. As with Neil H. This includes all of the tools available to the marketer for 'marketing communication'. So." There can be tension between individual and group rights. Perhaps a direct mail campaign would push the consumer to the point of purchase.For example. As expected. a radio advert is made for a car manufacturer.

and public relations. money-off promotions. All airlines exploit PR. . It is relatively cheap. 1. Direct mail is very highly focussed upon targeting consumers based upon a database. planned and sustained effort to establish and maintain mutual understanding between an organization and its publics' (Institute of Public Relations). Let us look at the individual components of the promotions mix in more detail. Personal Selling is an effective way to manage personal customer relationships. Personal Selling. personal selling. For example the BOGOF promotion. Remember all of the elements are 'integrated' to form a specific communications campaign. Direct Mail. The sales person acts on behalf of the organization. 4. competitions. Successful strategies tend to be longterm and plan for all eventualities. 3.of marketing communications that a consumer is exposed to everyday. Public Relations (PR). introductory offers (such as buy digital TV and get free installation). The pre-planned PR machine clicks in very quickly with a very effective rehearsed plan. Creative agencies work with marketers to design a highly focussed communication in the form of a mailing. or Buy One Get One Free. However sales people are very expensive and should only be used where there is a genuine return on investment. The Promotions Mix. Each sales promotion should be carefully costed and compared with the next best alternative. For example salesmen are often used to sell cars or home improvements where the margin is high. The mail is sent out to the potential consumers and responses are carefully monitored. They tend to be well trained in the approaches and techniques of personal selling. 2. the potential consumer is 'defined' based upon a series of attributes and similarities. For example. all competing for attention. Sales Promotion. As with all marketing. just watch what happens when there is a disaster. Sales promotion tend to be thought of as being all promotions apart from advertising. but certainly not cheap. if you are marketing medical text books. Public Relations is defined as 'the deliberate. you would use a database of doctors' surgeries as the basis of your mail shot. Others include couponing. and so on. free accessories (such as free blades with a new razor).

Companies will sponsor sports events such as the Olympics or Formula One. trade). Advertising. television (local. Sponsorship is where an organization pays to be associated with a particular event. and transmit information in order to gain a response from the target market. The attributes of the event are then associated with the sponsoring organization. free. Resolution! If you are involved in recording. 7. technological and business aspects of their work. Resolution is the next generation audio production publication for the working audio professional.5. satellite) cinema. Launched after the closure of Studio Sound magazine. create awareness. Sponsorship. mastering or multimedia audio production then Resolution is the magazine for you. Subscribe today and get informed. Companies will seldom sell much at such events. postproduction. 6. There are many advertising 'media' such as newspapers (local. national. They offer the opportunity for companies to meet with both the trade and the consumer. No other magazine looks like Resolution or reads like Resolution and we've supplied a broad selection of content on this site so you can get a feel for what we are about. Expo has recently finish in Germany with the next one planned for Japan in 2005. Such approaches are very good for making new contacts and renewing old ones. By applying strong traditional values we aim to inform. terrestrial. magazines and journals. The elements of the promotional mix are then integrated to form a unique. broadcast. outdoor advertising (such as posters. Sweet Spot articles address loudspeaker and acoustics related issues with the view to educating the . despite a recent decline in interest in such events. It is used to develop attitudes. Interviews and technique insights with engineers and producers in all the disciplines. Advertising is a 'paid for' communication. Facility visits with the emphasis on the business and technical structure. cause or image. educate and demystify technology for the reader and to help with the creative. bus sides). The purpose is to increase awareness and to encourage trial. national. but coherent campaign. Trade Fairs and Exhibitions.

Ordinary Resolution: This resolution is passed by simple majority in the annual general meeting of the company. to appoint new directors in place of removal directors and to wind up company due to heavy losses. by majority of votes. We cover everything from large desks.reader on these vital subjects. Resolution is unique in its approach to new and existing technologies. it explains. A notice of 14 days is given to pass this resolution. change in share capital and winding up of company etc Extra Ordinary Resolution: This resolution is passed by minimum majority of three-fourth. A notice of 21 days is required to pass this resolution. Resolution uniquely runs regular business articles to highlight trends and to emphasise the need to 'take care of business if you want to stay in business'. Such resolution is passed for the ordinary business of the company like election of directors . This includes regular sections on DAW platform developments. Resolution: The decisions made by the shareholders in the meeting of the company are made by voting are called resolutions. to mics. outboard processing. appointment of auditors. Resolution: . DAWs and software. They're written by experts who are authoratative and unbiased. change in articles of association. Headroom provides the industry's most dynamic and interactive letters pages. demystifies and places in context the developments that are shaping the industry. There are three types of resolution. Resolution runs ten reviews per issue. This resolution is passed for some matters of special nature like change of registered office of the company. contracts and appointments. appointment of managing agents and the declaration of dividends etc. The shareholders represent their willingness on various matters of the company in the form of resolution. The Products section offers news on equipment releases as soon as information is available. This resolution is passed to remove the directors. News and analysis covers industry sales. Special Resolution: This resolution is passed by minimum majority (75%) of the shareholders. Operational Tips on such topics as DAWs and mastering.

partnership. a company may be a "corporation.[3] Reportedly.[2] originally taken from the Late Latin word companio "companion. companies are registered in a particular state²Delaware being especially favoured²and become Incorporated (Inc). the main regulating laws are the Companies Act 1985 and the Companies Act 2006. By 1303. an association. insanity or insolvency of an individual member. a company is a corporation²or. generally registered under the Companies Acts or similar legislation. but they might lose the money already invested in it". first attested in the Lex Salica as a calque of the Germanic expression *gahlaibo (literally. or by registration under company law (referred to as a limited liability or joint-stock company). Usage of company to mean "business association" was first recorded in 1553 and the abbreviation "co. The English word company has its origins in the Old French military term compaignie (first recorded in 1150). In the United States. This collection exists in Law and therefore a company is considered a "Legal Person". related to Old High German galeipo "companion" and Gothic gahlaiba "messmate". It is a collection of individuals and physical assets with a common focus and an aim of gaining profits. and therefore in the Commonwealth realms. It is not affected by the death. less commonly. joint-stock company. Meaning and etymology A company can be defined as an "artificial person". partnership. with a discrete legal entity. History According to one source. by Royal Charter. association. "it may be formed by Act of Parliament. perpetual succession and a common seal.[3] In the USA. "with bread"). intangible. fund. and (in an official capacity) any receiver. It does not include a partnership or any other unincorporated group of persons. one who eats bread with you". or organized group of persons.[3] In North America."[1] Generally. or union²that carries on an industrial enterprise. for any of the foregoing. or similar official. a company is a form of body corporate or corporation. created by Law. or liquidating agent. the word referred to trade guilds. trust." dates from 1769. two of the earliest companies were The London Company (also called the Charter of the Virginia Company of London)²an English joint stock company established by royal charter by James I of England on April 10. trustee in bankruptcy. 1606 with the purpose of establishing colonial ."[3] In the United Kingdom. whether incorporated or not. meaning a "body of soldiers"."[1] In English law. invisible.Company A company is a form of business organization. "a company registered under this Act has limited liability: its owners (the shareholders) have no financial liability in the event of winding up the affairs of the company.

. but otherwise they have no economic rights in relation to the company. The most common form of company used for business ventures. particularly many British banks). There are various types of company that can be formed in different jurisdictions.[1] An unlimited company with or without a share capital.C. This type of company may no longer be formed in the UK. Now they are relatively rare. inadvertently settled the Somers Isles. but the most common forms of company (generally formed by registration under applicable companies legislation) are: y y y y y A company limited by guarantee. the oldest-remaining English colony. Statutory Companies."[1] This type of company is common in England. see Types of business entity. The London Company was responsible for establishing the Jamestown Settlement. these were the only types of companies. The members guarantee the payment of certain (usually nominal) amounts if the company goes into insolvent liquidation. although provisions still exist in law for them to exist.L.. and in the process of sending additional supplies. A company limited by guarantee with a share capital. A hybrid entity. in 1609. Most corporations by letters patent are corporations sole and not companies as the term is commonly understood today. Specifically. A hybrid entity. except for very old companies that still survive (of which there are still many. or modern societies that fulfil a quasi regulatory function (for example.[4] A limited-liability company. certain companies have been formed by a private statute passed in the relevant jurisdiction. a limited company is a "company in which the liability of each shareholder is limited to the amount individually invested" with corporations being "the most common example of a limited company.settlements in North America²and Plymouth Company that was granted an identical charter as part of the Virginia Company. the Bank of England is a corporation formed by a modern charter).e. "A company²statutorily authorized in certain states²that is characterized by limited liability. alias Bermuda. such as clubs or charities. Commonly used where companies are formed for non-commercial purposes. usually used where the company is formed for non-commercial purposes. A company limited by shares. but the activities of the company are partly funded by investors who expect a return. Types For a country-by-country listing. Less commonly seen types of companies are: y y y Companies formed by letters patent. charter corporations. and limitations on ownership transfer". i. management by members or managers. Relatively rare today. L. a company where the liability of members or shareholders for the debts (if any) of the company are not limited. Before the passing of modern companies legislation. This type of company is common in England. the first permanent English settlement in the present United States in 1607.

private companies have maximum numbers of shareholders. this will be the shareholders. Public companies are companies whose shares can be publicly traded. and borrowing money. Limited Liability: The liability of the members of the company is limited to contribution to the assets of the company upto the face value of shares held by him. and often contain restrictions on transfers of shares. its assets and liabilities are separate and distinct from those of its members. This cannot be done in the case of a company once the members have paid all their dues towards the shares held by them in the company. employing people. The company is distinct and different from its members in law. The essential characteristics of a company are following: Separate Legal Entity: Under Incorporation law. It is capable of owning property. entering into contracts and suing and being sued separately. incurring debt. Perpetual Succession: A company does not cease to exist unless it is specifically wound up or the task for which it was formed has been completed. many. There are however. this will be the guarantors.Note that "Ltd after the company's name signifies limited company. Some offshore jurisdictions have created special forms of offshore company in a bid to attract business for their jurisdictions. often (although not always) on a regulated stock exchange. a company becomes a separate legal entity as compared to its members. Companies are also sometimes distinguished for legal and regulatory purposes between public companies and private companies. It has its own seal and its own name. If the assets of the firm are not sufficient to pay the liabilities of the firm. In some jurisdictions. the creditors can force the partners to make good the deficit from their personal assets. A member is liable to pay only the uncalled money due on shares held by him. Examples include "segregated portfolio companies" and restricted purpose companies. In a company limited or unlimited by shares (formed or incorporated with a share capital)."[3] In legal parlance. Private companies do not have publicly traded shares. many sub-categories of types of company that can be formed in various jurisdictions in the world. In a company limited by guarantee. and PLC (public limited company) indicates that its shares are widely held. having a bank account. the owners of a company are normally referred to as the "members". Characteristics of a Company A company as an entity has many distinct features which together make it a unique organization. Membership of a company may keep on changing from time to time .

but that does not affect life of the company. such that no shareholder is permanently or necessarily wedded to a company. two or more people come together to discuss one or more topics. Separate Management: A company is administered and managed by its managerial personnel i. . The shareholders are simply the holders of the shares in the company and need not be necessarily the managers of the company. subject to certain conditions.One Vote" principle applies i. if a person has 10 shares. irrespective of the number of shares held. Transferability of Shares: Shares in a company are freely transferable. often in a formal setting. he has 10 votes in the company. one member has only one vote. When a member transfers his shares to another person.e. The company's property is its own. Any document not bearing the seal of the company may not be accepted as authentic and may not have any legal force. the Board of Directors. A member cannot claim to be owner of the company's property during the existence of the company. Thus.e. Meeting In a meeting. it acts through its Board of Directors for carrying out its activities and entering into various agreements. the transferee steps into the shoes of the transferor and acquires all the rights of the transferor in respect of those shares. Capacity to sue and being sued: A company can sue or be sued in its own name as distinct from its members. Separate Property: A company is a distinct legal entity. The name of the company must be engraved on the common seal. This is in direct distinction to the voting principle of a co-operative society where the "One Member . One Share-One Vote: The principle of voting in a company is one share-one vote i. Such contracts must be under the seal of the company. Insolvency or Death of member does not affect the existence of the company.e. The common seal is the official signature of the company. Common Seal: A company is an artificial person and does not have a physical presence.

such as sharing information or reaching agreement. typically a meeting between a manager and those that report to the manager 4. Management meeting. a meeting of the Board of directors of an organization 8. small audience. Board meeting. several days). which are about reporting by one-way communication 2. Status Meetings. Kickoff meeting. generally leader-led. Pre-Bid Meeting. also called "offsite retreat" and known as an Awayday meeting in the UK 10. [2] In this sense. a meeting called for a special purpose 6. seminar (typically several presentations. a meeting may be distinguished from other gatherings. between two individuals 9. one day). such as a telephone conference call. Off-site meeting. conference (mid-size. a sports game or a concert (verbal interaction is incidental). a meeting among colleagues working on various aspects of a team project 5. Staff meeting. exhibition or trade show (with manned stands being visited by passers-by). the first meeting with the project team and the client of the project to discuss the role of each team member 11. a meeting of various competitors and or contractors to visually inspect a jobsite for a future project. Ad-hoc meeting. [2] Meetings may occur face to face or virtually. The meeting is normally hosted by the future customer or engineer who wrote the project specification to ensure all bidders are aware of the details and services expected of them. which produces a product or intangible result such as a decision 3. workshop (smaller. the term meeting covers a lecture (one presentation). Work Meeting. training course. team-building session and kick-off event. convention center or any other venue dedicated to such gatherings. Team meeting. not verbal interaction). Types of meetings Common types of meeting include: 1. one or more days). Thus. a skyped conference call or a videoconference. congress (large. One-on-one meeting.Definitions An act or process of coming together as an assembly for a common purpose [1] A meeting is a gathering of two or more people that has been convened for the purpose of achieving a common goal through verbal interaction. the term is used by meeting planners and other meeting professionals to denote an event booked at a hotel. Commercially. with active participants). as mediated by communications technology. a meeting among managers 7. Failure to attend usually results in a rejected bid . Attendance at the Pre-Bid Meeting may be mandatory. a party or the company of friends (no common goal is to be achieved) and a demonstration (whose common goal is achieved mainly through the number of demonstrators present. such as a chance encounter (not convened).

held every Friday afternoon. The placeholder is the same. such as a weekly team meeting. club or organization. such as an every Monday staff meeting from 9:00AM to 9:30 AM.Meeting frequency options Since a meeting can be held once or often. This is more of a recurring meeting with the details to be determined. church. The meeting organizer wants the participants to be at the meeting on a constant and repetitive basis. or have an end date. The 2007 version of the conference is a standalone meeting event. One example of a series meeting is a monthly "lunch and learn" event at a company. but the details differ from meeting to meeting. A recurring meeting can be ongoing. but the agenda and topics to be covered vary. . such as a 5 week training meeting. Options generally include the following: y y y A one-time meeting is the most common meeting type and covers events that are selfcontained. the meeting organizer has to determine the repetition and frequency of occurrence of the meeting. While they may repeat often. A recurring meeting is a meeting that recurs periodically. A series meeting is like a recurring meeting. This can include a 2006 conference. the individual meeting is the entirety of the event.