Professional Documents
Culture Documents
and
Constitution
of
BusinessOrganisations
Corporations
and
Legal
Personality
SOLE
TRADER:
A sole trader describes any business that is owned and controlled by one person. Although, they may employ
workers. Sole traders don’t have a separate legal existence from their owner. As a result, the owners are
personallyliablefor
thefirm’sdebts,which
iscalledunlimitedliability.
Theadvantagesofa
soletraderare:
1) Easytosetup;
2) Smallamountof
capital
needsto
beinvested;
3) Lowwagebill;
4) Easiertokeepoverallcontrol.
Thedisadvantagesofa
sole
trader
are:
1) Noonetosharetheresponsibility;
2) Longhours;
3) Limitedpersonal
capital;
4) Riskofunlimited
liability.
TYPES
OF
COMPANIES:
Therearevarioustypesofcompanies
which
canberegisteredintermsofdifferentliabilities:
1) Formedwithout
liability
(unlimited
companies):
- Suchcompaniesreceive
allthebenefitswhichflowfromincorporationexceptlimitedliability;
- The shareholders remain liable to the full extent of their personal wealth for any unpaid debt of the
company;
- Anysubsequent
debt
isowedtothe
companyandnotdirectlytothecreditors;
- Thesecompaniesdonot
haveto
submit
theiraccountsandmakethemavailableforpublicinspection.
2) LimitedbyGuarantee(charitiesand
educationbodies):
- Itlimitsthemember's’
liabilitytoanagreedamount;
- Thesumguaranteed
isusually
a
nominalsum,sonorealriskisinvolved;
3) LimitedbyShares(charitiesandeducationbodies):
- Theeffectisto
limitthe
liability
tothe
amountremainingunpaidonsharesheld;
- If the shareholder has paid the full nominal value of shares then that is the end of responsibility with regard
tocompanydebts;
- If the company goes into liquidation, the shareholders can’t be required to contribute to its assets in order to
payoutthedebts;
- CanbeeitherPublic
Limited
Companies
(PLC)orPrivateLimitedCompanies(Ltd.).
LIMITED
LIABILITY:
Limited liability is a type of liability that does not exceed the amount invested in a limited partnership or limited
liabilitycompany.Itis
oneof
the
biggestadvantagesofinvestinginpubliclylistedcompanies.
Shareholders can participate wholly in a growth of the company while liability is restricted to amount invested. In
alimitedpartnershipthe
limited
partnershavelimitedliability,whilethegeneralpartnerhasunlimitedliability.
Thelimitedliabilityfeature
protects
theinvestorsorpartnerspersonalassetswhileallowingthemtoinvest.
LEGAL
PERSONALITY:
The principle of separate legal personality states that a corporation has separate legal personality, rights and
obligationstotallydistinctfrom
those
ofitsshareholders.
- Upon incorporation a company becomes a new and independent legal entity and it is completely separate
fromthesubscribers
whoformeditand
manageit;
- Acompanycan
sue
in
it’sown
name
and
maybesued;
- Acompanycan
own
propertyand
assets.
On the one side the rights of members were limited, and on the other side a creditor’s practical ability to seek
redress was also limited. In order to balance this, the courts can pierce the veil of incorporation under certain
circumstances:
1) Agency;
2) Fraud;
3) Groupenterprises;
4) Trusts;
5) Enemy;
6) Tax;
7) CompaniesAct.