Company Law. Business Law. Companies and Partnerships. Memorandum of association; articles of incorporation;

1. COMPANIES AND
PARTNERSHIPS.
Adela Perez del Viso- ETIJ

2. COMPANIES PARTNERSHIPS
LEGAL PERSON, DISTINCT FROM ITS
OFFICERS AND SHAREHOLDERS
ONLY A BUSINESS ASSOCIATION/AN
ASSOCIATION OF OWNERS.
SOME RULES OF PARTNERSHIP LAW
TREAT A PARTNERSHIP AS IF IT WERE A
LEGAL ENTITY.
PARTICULARLY ALLOWING A P. TO OWN
PROPERTY OF ITS OWN.
THE LAW ALLOWS THE COMPANY
TO OWN PROPERTY IN ITS OWN N.
THE LAW ALLOWS IT TO CONTINUE
PERPETUALLY DESPITE CHANGES IN
OWNERSHIP.
ALLOWS IT TO INSULATE THE OWNERS
AGAINST PERSONAL LIABILITY.
PROBLEM: use of the company TO
PERPETRATE FRAUD or ULTRA
VIRES: LIFT THE CORPORATE VEIL
and subject to personal liability.

3. CONSTITUTIONAL
DOCUMENTS.
STATUTORY
FORMS
PAYMENT OF A
FILING FEE.
CONSTITUTION
OF A
COMPANY.
MEMORANDUM OF ASSOCIAT.
ARTICLES OF association..

4. UK USA
Memorandum of association
(capital and objectives) (escritura)
ARTICLES OF INCORPORATION
Articles of association
(reglamento interno)
BYLAWS.

5. CONSTITUTIONAL DOCUMENTS.
MEMORANDUM OF
ASSOCIATION
ARTICLES OF
ASSOCIATION.
OBJECT OF THE COMPANY INTERNAL MANAGEMENT OF THE
COMPANY.
DETAILS OF THE AUTHORISED
CAPITAL (NOMINAL CAPITAL)
WHEN THERE ARE ANNUAL
GENERAL MEETINGS (AGM).
EXTRAORDINARY MEETINGS.
MEETINGS AND FUNCTIONS OF
THE BOARD OF DIRECTORS.
CORPORATE CONTRACTS AND
LOANS

6. PROCEDURE.
DEPARTMENT
OF STATE
IT ISSUES THE
CERTIFICATE OF
INCORPORATION.
FILE
THE
DOCUMENTS

7. BOOKS AND DOCUMENTS TO KEEP
A COMPANY MUST KEEP “ACCOUNTS” or
“ FINANCIAL STATEMENTS”.
MUST KEEP BOOKS :
**Records of account.
**Minutes of the proceedings (meetings)
**Record of shareholders.
BALANCE
SHEETSPROFIT AND LOSS
ACCOUNTS

8. Sources
 ILEC BOOK: International Legal English.
 By Amy Krois Lindner and Translegal.