Exhibit 1. The purpose of the company is:. To incorporate, organize, promote, and establish all types of commercial and civil companies and associations, and acquire any type of shares or interest thereon. To acquire, own and sell any bonds, shares, interest, or a participation in or any type of securities, as well as alienating and negotiating those securities or participation and in general to execute any type of transactions with securities.
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The Scope of Business Law…………………………………………………………………………………. What do Business Lawyers Do? Sample Articles of Incorporation………………………………………………………………………… Sample Bylaws…………………………………………………………………………………………………. The Content of Business Law in Spain………………………………………………………………… Table-Spanish Business Vehicles………………………………………………………………………… NOTE: In order to understand the different types of business vehicles that are used in England and the United States, you must first have a very clear knowledge of the basic characteristics and major differences between these Spanish business forms:.
What areas are different? What does this indicate about the way law is organized in civil law and common law systems? UNIT 1. UNIT 2. Nature and Classification. Agreement and Consideration. Capacity and Legality. Defenses to Contract Enforceability. Third Party Rights and Discharge. Breach and Remedies. UNIT 3. The Formation of Sales and Lease Contracts. Title and Risk of Loss. Performance and Breach of Sales and Lease Contracts. Warranties and Product Liability.
UNIT 4. Negotiability and Transferability. Rights and Liabilities of Parties. Checks, the Banking System, and E-Money. UNIT 5. Secured Transactions. UNIT 6. Sole Proprietorships and Private Franchises. Corporate Formation and Financing. Corporate Directors, Officers, and Shareholders.
Corporate Merger, Consolidation, and Termination. Investor Protection and Online Securities Offerings. UNIT 7. Consumer and Environmental Law. Labor and Employment Law. Employment Discrimination. UNIT 8. Personal Property and Bailments.
Real Property and Landlord-Tenant Law. Insurance, Wills, and Trusts. UNIT 9. International Law in a Global Economy. Business lawyers often develop expertise in one or more specialized areas of practice, such as those described below.
The varied and broad range of practice opportunities available to business lawyers cannot be conveyed fully in the space available here.
However, these are some of the specialties for which our graduates can prepare themselves through the study of business and commercial law. The practices of corporate and securities lawyers range from representing a large corporation in a high-profile takeover battle played out on the front pages of The Wall Street Journal to helping an entrepreneur set up a local hardware store. Lawyers who practice in this area assist clients in forming business entities, structuring the relationships among investors and managers, raising capital through public or private offerings of securities or by selling assets, and resolving disputes related to management of business entities or the sale of securities.
The sale of a piece of machinery is a commercial transaction. So too is the sale of a National Football League franchise. Commercial lawyers are concerned primarily with the transfer of goods, services, or other value from one business entity to another. Commercial lawyers may work in-house for a business, as sole practitioners, or in law firms of all sizes. Some commercial lawyers practice with federal, state, or local government entities.
Commercial lawyers structure and document transactions. They can organize the financing that brings a transaction to fruition and can sort out competing claims of creditors when transactions do not go as planned. Negotiation, counseling, and drafting skills are critical to the commercial law practitioner.
At its core, intellectual property law involves the dynamic fields of copyright, trademark, and patent law. But an intellectual property practice can also include the areas of unfair competition, trade secret law, misappropriation, and rights of publicity. This practice area is in many ways an extension of all other facets of business law. A modern business lawyer is unlikely to complete his or her career without encountering problems involving international business law.
In addition to U. A labor or employment law specialist focuses on the relationship between the worker, the employer, and the workplace. The traditional domain of labor lawyers is representing management or workers in union-related negotiations and disputes.
The law governing these relationships includes state and federal statutes barring invidious discrimination on grounds such as race, color, national origin, religion, age, disability, and sex. Statutes also regulate other aspects of the workplace, including family leave, pension and medical plans, wages and overtime pay, safety, and noncompetition agreements.
Common law contract doctrines and business torts involving wrongful discharge, privacy, and trade secrets round out this complex picture. Because of the multifaceted nature of this field, employment lawyers have a wide range of practice opportunities. This field touches all aspects of the sale, financing, and development of land. Consider, for instance, the development of a shopping center, a project with many stages and involving many players.
The developer who acquires the raw land, the sellers of the land, architects hired to design the shopping center, the contractor who builds it, the bank that finances the construction, and the retailers who lease or purchase space in the new shopping center all are likely to need the expertise of a real estate practitioner. A tax lawyer helps clients plan transactions to minimize federal, state, and local taxes.
In addition to dealing with general income tax issues, tax lawyers may specialize in distinct problems such as pensions and estate planning. They may advise clients about how to report completed transactions on tax returns or may represent clients in controversies with the Internal Revenue Service and state and local revenue agencies, both at the administrative level and in court.
Attorneys who practice business law, regardless of specialty, tend to be classified either as transactional lawyers or as business litigators, though many attorneys do some of both. A business litigator represents firms as they resolve business disputes in the courts. Some become experts in alternative dispute resolution methods, such as arbitration or mediation.
The following information is a simplified overview of the forms of doing business in the US and England, and is intended to provide you with the appropriate vocabulary to enable you to explain the features of Spanish business forms to a potential English-speaking client.
This is the simplest business structure, owned by one person who has absolute authority in all management decisions and assumes all responsibility and unlimited liability for the business. In the US, it can be formed by finding a location and opening the door for business, although some fees to register a business name and obtain licenses for certain activities may be required. There are no minimum capital or share payment requirements. The business may be terminated by sale, insolvency or voluntary cessation of business, or upon the incapacitation or death of the proprietor.
The owner assumes unlimited personal liability for debts and lawsuits. The owner has a limited ability to raise capital. General partners have unlimited liability and may lose their personal assets. The partnership terminates upon the death of a general partner. A new Partnership Agreement must be signed each time a partner joins or leaves the business. These companies must comply with stricter legal requirements than those applying to partnerships i.
The laws and organizational requirements vary from state to state. It is much more complex and costly to set up and operate than other business forms. It is subject to stricter legal controls, such as making accounts public and conducting annual audits. It must maintain accounting records and file income tax returns. What type of Spanish vehicles can we use? In either case, single member companies are permitted.
SLs are generally used for businesses owned by a reduced number of members or where a lesser degree of formalities is required. SAs may be more suitable for wider shareholding structures or where it is anticipated that financing from capital markets may be necessary.
A SL may not access capital markets flotation is not allowed or issue debentures. SLs allow for more restrictive provisions in their by-laws regarding transfer of participations. By-laws of SAs and SLs are publicly accessible.
Acta Constitutiva De Sociedad En Comandita Simple
Descubra todo lo que Scribd tiene para ofrecer, incluyendo libros y audiolibros de importantes editoriales. Introduction The presence of opposing parties is one of the essential requirements of any civil suit. But all parties are not necessary for the suit to be adjudicated upon. Therefore, necessary and non-necessary parties have to be distinguished between. Necessary Parties are those parties from whom relief is claimed. Non-necessary Parties are those parties who may be party to the suit, but from whom no relief has been claimed. The presence of necessary parties is obviously required for the court to adjudicate and pass an effective and complete decree granting relief to the plaintiff.
Basic Company/Corporate Law Vocabulary
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