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Ordinary Resolution
In business or commercial law in certain common law jurisdictions, an ordinary resolution is a resolution passed by the shareholders of a company by a simple or bare majority (for example more than 50% of the vote) either at a convened meeting of shareholders or by circulating a resolution for signature. A special resolution by comparison requires a greater vote threshold, which varies in different jurisdictions. An ordinary resolution is the most common method by which a corporate entity conducts its business or the board of directors seeks shareholder approval of its actions. The prevailing legislation applying to companies in the relevant jurisdiction will usually prescribe certain activities which ''must be'' approved by special resolution or alternatively which ''cannot be'' approved by ordinary resolution (for example altering the company's constitutional documents, reducing the share capital A corporation's share capital, commonly referred to as capital stock in the ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Common Law
In law, common law (also known as judicial precedent, judge-made law, or case law) is the body of law created by judges and similar quasi-judicial tribunals by virtue of being stated in written opinions."The common law is not a brooding omnipresence in the sky, but the articulate voice of some sovereign or quasi sovereign that can be identified," ''Southern Pacific Company v. Jensen'', 244 U.S. 205, 222 (1917) (Oliver Wendell Holmes, dissenting). By the early 20th century, legal professionals had come to reject any idea of a higher or natural law, or a law above the law. The law arises through the act of a sovereign, whether that sovereign speaks through a legislature, executive, or judicial officer. The defining characteristic of common law is that it arises as precedent. Common law courts look to the past decisions of courts to synthesize the legal principles of past cases. '' Stare decisis'', the principle that cases should be decided according to consistent principled rules ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Resolution (law)
In law, a resolution is a written motion adopted by a deliberative body. The substance of the resolution can be anything that can normally be proposed as a motion. For long or important motions, though, it is often better to have them written out so that discussion is easier or so that it can be distributed outside the body after its adoption. An alternate term for a resolution is a ''resolve''. Resolutions are commonly used in corporations and houses of legislature. In corporations In corporations, a written resolution is especially useful in the case of the board of directors of a corporation, which usually needs to give its consent to real estate purchases or sales by the corporation. Such a resolution, when certified by the corporation's secretary, gives assurance to the other side of the transaction that the sale was properly authorized. Other examples include resolutions approving the opening of bank accounts or authorizing the issuance of shares in the corporation. H ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Stockholder
A shareholder (in the United States often referred to as stockholder) of a corporation is an individual or legal entity (such as another corporation, a body politic, a trust or partnership) that is registered by the corporation as the legal owner of shares of the share capital of a public or private corporation. Shareholders may be referred to as members of a corporation. A person or legal entity becomes a shareholder in a corporation when their name and other details are entered in the corporation's register of shareholders or members, and unless required by law the corporation is not required or permitted to enquire as to the beneficial ownership of the shares. A corporation generally cannot own shares of itself. The influence of a shareholder on the business is determined by the shareholding percentage owned. Shareholders of a corporation are legally separate from the corporation itself. They are generally not liable for the corporation's debts, and the shareholders' liabil ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Company (law)
A company, abbreviated as co., is a legal entity representing an association of people, whether natural, legal or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared goals. Companies take various forms, such as: * voluntary associations, which may include nonprofit organizations * business entities, whose aim is generating profit * financial entities and banks * programs or educational institutions A company can be created as a legal person so that the company itself has limited liability as members perform or fail to discharge their duty according to the publicly declared incorporation, or published policy. When a company closes, it may need to be liquidated to avoid further legal obligations. Companies may associate and collectively register themselves as new companies; the resulting entities are often known as corporate groups. Meanings and definitions A company can be defined as an "artificial pe ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Majority
A majority, also called a simple majority or absolute majority to distinguish it from related terms, is more than half of the total.Dictionary definitions of ''majority'' aMerriam-Webster Oxford English Dictionary an Cambridge English Dictionary It is a |
Special Resolution
{{refimprove, date=August 2011 In business or commercial law, an extraordinary resolution or special resolutionSome jurisdictions use both terms, but meaning slightly different things. For example, in the United Kingdom, an extraordinary resolution is a resolution passed by not less than 75% of the members, and a special resolution is a resolution passed by the same majority, but having given then members not less than 21 days' notice of the intention to put the resolution to a vote, see section 378 of the Companies Act 1985 is a resolution passed by the shareholders of a company by a greater majority than is required to pass an ordinary resolution. The precise figures vary in different countries, but commonly an extraordinary resolution must be affirmed by not less than 75% of members casting votes, whereas an ordinary resolution only requires a bare majority. Extraordinary resolutions are generally only required in certain specific situations required by statute. For example, i ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Jurisdictions
Jurisdiction (from Latin 'law' + 'declaration') is the legal term for the legal authority granted to a legal entity to enact justice. In federations like the United States, areas of jurisdiction apply to local, state, and federal levels. Jurisdiction draws its substance from international law, conflict of laws, constitutional law, and the powers of the executive and legislative branches of government to allocate resources to best serve the needs of society. International dimension Generally, international laws and treaties provide agreements which nations agree to be bound to. Such agreements are not always established or maintained. The exercise of extraterritorial jurisdiction by three principles outlined in the UN charter. These are equality of states, territorial sovereignty and non-intervention. This raises the question of when can many states prescribe or enforce jurisdiction. The ''Lotus'' case establishes two key rules to the prescription and enforcement of juris ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Board Of Directors
A board of directors (commonly referred simply as the board) is an executive committee that jointly supervises the activities of an organization, which can be either a for-profit or a nonprofit organization such as a business, nonprofit organization, or a government agency. The powers, duties, and responsibilities of a board of directors are determined by government regulations (including the jurisdiction's corporate law) and the organization's own constitution and by-laws. These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect the members of the board. In a stock corporation, non-executive directors are elected by the shareholders, and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such a ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Legislation
Legislation is the process or result of enrolling, enacting, or promulgating laws by a legislature, parliament, or analogous governing body. Before an item of legislation becomes law it may be known as a bill, and may be broadly referred to as "legislation" while it remains under consideration to distinguish it from other business. Legislation can have many purposes: to regulate, to authorize, to outlaw, to provide (funds), to sanction, to grant, to declare, or to restrict. It may be contrasted with a non-legislative act by an executive or administrative body under the authority of a legislative act. Overview Legislation is usually proposed by a member of the legislature (e.g. a member of Congress or Parliament), or by the executive, whereupon it is debated by members of the legislature and is often amended before passage. Most large legislatures enact only a small fraction of the bills proposed in a given session. Whether a given bill will be proposed is generally a matt ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Company (law)
A company, abbreviated as co., is a legal entity representing an association of people, whether natural, legal or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared goals. Companies take various forms, such as: * voluntary associations, which may include nonprofit organizations * business entities, whose aim is generating profit * financial entities and banks * programs or educational institutions A company can be created as a legal person so that the company itself has limited liability as members perform or fail to discharge their duty according to the publicly declared incorporation, or published policy. When a company closes, it may need to be liquidated to avoid further legal obligations. Companies may associate and collectively register themselves as new companies; the resulting entities are often known as corporate groups. Meanings and definitions A company can be defined as an "artificial pe ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Share Capital
A corporation's share capital, commonly referred to as capital stock in the United States, is the portion of a corporation's equity that has been derived by the issue of shares in the corporation to a shareholder, usually for cash. "Share capital" may also denote the number and types of shares that compose a corporation's share structure. Definition In accounting, the share capital of a corporation is the nominal value of issued shares (that is, the sum of their par values, sometimes indicated on share certificates). If the allocation price of shares is greater than the par value, as in a rights issue, the shares are said to be sold at a premium (variously called share premium, additional paid-in capital or paid-in capital in excess of par). Commonly, the share capital is the total of the nominal share capital and the premium share capital. Most jurisdictions do not allow a company to issue shares below par value, but if permitted they are said to be issued at a discount or par ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
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