Corporate Law Cases Ask for Help How to Answer

1. Illegal. The Company Law stipulates that directors are not allowed to concurrently serve as supervisors, and in the above example, an executive director concurrently serving as a supervisor does not meet the requirements.

2. Illegal. A company may appoint a social professional as a manager of the company, and the board of directors shall appoint him, but the Civil Servants Law stipulates that a staff member of a state organ shall not hold a position in a for-profit organization. In the above example, Fang worked as a public servant in the Municipal Administration for Industry and Commerce and was not allowed to be employed by the company.

3. Established. The Company Law stipulates that the company has restrictions on the manager's external powers, which is an internal agreement, and as long as the external third party is not aware of the restrictions, the manager's external acts are valid, unless the third party knows or should know about the restrictions on the manager's powers. Therefore, if the manager causes losses to the company for the sake of the company, he shall not fight against a bona fide third party.

So, the contract is formed.

4. Compensation should be made to the trading company. The Company Law stipulates that if a manager enters into a contract or conducts a transaction with the Company without the consent of the general meeting of shareholders, and the manager shall be liable for compensation for the losses caused to the Company.

1. The Company Law stipulates that the establishment of a limited liability company shall have more than two promoters and less than 50 people, and the minimum registered capital shall be 30,000 yuan. The company is legally established.

2. The Company Law stipulates that a company may hire a social professional as a company manager, and the board of directors shall appoint him, but the Civil Servants Law stipulates that the staff of state organs shall not serve in a for-profit organization. Therefore, Fang cannot be a manager.

3. Established. The manager is the manager of the company, who independently decides the business matters in the process of the company's production and operation. If the company restricts the manager's external authority, it is an internal agreement, and as long as the external third party is not aware of the restriction, the manager's external behavior is valid, unless the third party knows or should know about the restriction on the manager's authority.

4. No compensation. Because of the above reasons, the manager's actions are directly attributable to the company's actions, and the consequences are also attributable to the company. However, if the manager intentionally caused the loss, then he should be held liable.

1) According to the provisions of China's company law, (according to the title, it should be before 2006, otherwise it will be bad) before 2006, the minimum registered capital of a retail-oriented limited liability company was 300,000 yuan, but in this case it was only 250,000 yuan, which did not comply with the law. In addition, executive directors are not allowed to concurrently serve as supervisors.

2) Fang cannot serve as the manager of the company, because Fang is a national civil servant and cannot concurrently serve as a supervisor and manager of the company.

3) Directors and managers shall not enter into contracts or conduct transactions with the Company except with the consent of the Articles of Association or the shareholders' meeting. In this case, Fang X signed a contract with the company for personal gain without anyone's consent, which violated the provisions of the Company Law. p. 102.

4) Fang should compensate the trading company for the loss. This is because China's company law stipulates that directors and managers who violate the provisions of laws, administrative regulations or the articles of association of the company and cause damage to the company shall be liable for compensation.

Everything else is a mess, and that's right.

(1) According to the provisions of the Company Law, the joint-stock company in this case committed the following violations in the process of establishment:

There are only 4 promoters, which is less than the statutory minimum of 5 people;

Without the consent of the provincial people's ** or *** authorized departments, only the consent of the leaders is not enough;

The company shall not be delivered to the shareholders before its incorporation, and it shall not be delivered to the shareholders as long as it is subscribed in this case, regardless of whether the company is established or not;

** Can only be issued at or above par value, and not less than par value, the offer in this case was wrong;

Subscribers who are less than the total number of shares of the legal representative at the founding meeting. The statutory requirement is more than 1 2 before the founding meeting can be held;

The two promoters withdrew their share capital without permission. The Company Law stipulates that the promoter and subscriber shall not withdraw their share capital after paying the shares, except for the failure to raise enough shares on time, the initiator fails to convene the founding meeting on time or the founding meeting resolves not to establish the company;

Finally, the registered capital must reach the statutory minimum limit. The registered capital of a statutory joint-stock company shall not be less than RMB 10 million.

2) shall bear the debt. Because the establishment of the company fails, the promoter shall be jointly and severally liable for the debts and expenses incurred in the establishment act.

Ideas for solving the problem The focus of this question is on question (1), and question (1) is a proposition to find mistakes. As for its solution ideas, there has been a lot of analysis before, so I will not repeat it here.

1) The answer has been elaborated in more detail and will not be discussed here. Candidates can refer to Article 1 of the Company Law and other provisions on their own.

2) Based on the above-mentioned violations, the company registration authority does not register, resulting in the company not being established. Article 97 of the Song Judiciary stipulates that the promoters shall be jointly and severally liable for the repayment of various expenses and debts incurred in the process of establishment of the company, and shall also be jointly and severally liable for the return of interest on the share capital. Therefore, the four defendants in this case should be jointly and severally liable for the repayment of the 150,000 yuan debt proposed by the plaintiff.

In addition, if the interests of the company are damaged due to the negligence of the promoter during the establishment of the company, the company shall also be liable for compensation after its establishment.

Case 1: Separation is legal. It is illegal for Company B not to bear the debts owed by the original company. A shipping company may list two separate companies as co-defendants.

Case 2: Ding's contribution to labor services is illegal. If the general meeting (board of directors) passes the decision to be willing to hire Ding as a manager, Ding can still be a manager.

1. The Company Law stipulates that the minimum statutory registered capital of a limited liability company is 30,000 yuan, and in this case, the company's articles of association stipulate that the registered capital of the company is 600,000 yuan, which is greater than the minimum amount of authorized capital, so this item is legal.

2. In the case, the provisions of the company's articles of association on the company's organizational structure are legal. Because Article 1 of the Company Law stipulates that a limited liability company with a small number of shareholders or a small scale may have an executive director without a board of directors; There can be one to three supervisors, and there is no board of supervisors. (Note:.)

In a limited liability company, a shareholders' meeting is mandatory, while a board of directors and a board of supervisors may or may not be established).

3. The form of capital contribution of A, B and C in the case is legal. According to Article 27 of the Company Law, shareholders can make capital contributions in monetary terms, or in non-monetary forms such as in-kind, intellectual property rights, and land use rights. On the other hand, the monetary contribution of all shareholders shall not be less than 30% of the registered capital of a limited liability company, in this case, the registered capital of the company is 600,000 yuan, and the monetary contribution of the three people is 200,000 yuan, the proportion is about 33%, which is more than 30%, so the form of capital contribution is legal.

Note: Non-monetary contributions have two important characteristics: they can be measured in money and can be transferred. However, it should be noted here that services, names, goodwill, names, etc., even if these meet those two characteristics, cannot be used as forms of capital contribution).

4. The establishment of the company is valid, because it meets the requirements of the form of capital contribution, and has gone through the procedures for the transfer of property rights in accordance with the law, and C has also deposited 100,000 yuan of capital contribution in the form of currency into the temporary account of the company to be established, so the establishment is valid.

5. There are two types of responsibilities that A should bear:

1) If the establishment of the company fails due to the illegal capital contribution obligation, the shareholders shall be liable for damages and shall bear the corresponding liability for the debts of the company under establishment.

2) If the illegal capital contribution obligation leads to the defect of the company's establishment, the company shall fulfill the capital contribution obligation and bear the liability for damages to the company.

Therefore, in general, A should bear the responsibility for the capital replenishment of the part that has not been contributed, and if the company is damaged due to insufficient capital contribution, it should be liable for damages accordingly.

Pure hand-hitting, I hope it can help you

Hey, this is the homework arranged by the teacher!!

1.What are the violations in the process of establishing a joint-stock company in this case? 1. The minimum amount of registered capital of shares is RMB 5 million;

2. Before the completion of industrial and commercial registration, the company sells shares to other enterprises in the name of the company.

3. If the shares are established by raising and establishing shares, the shares subscribed by the promoter shall not be less than 35% of the total number of shares of the company; If the remaining 3 promoters are not met.

4. After the share price for the issuance of shares is paid in full, it must be verified by the capital verification agency established in accordance with the law and issue a certificate. The promoters shall notify the subscribers of the date of the meeting or make an announcement 15 days before the founding meeting. The founding meeting shall be attended by the promoters and subscribers representing more than half of the total number of shares.

There is only a third of it, so the resolution that created the General Assembly is also illegitimate.

2.Should the five promoters in this case bear the debts incurred when the company cannot be established? The new Company Law stipulates that the promoter shall not withdraw its share capital except in the case of failure to raise sufficient shares on time, failure of the promoter to convene the founding meeting on time, or resolution of the founding meeting not to establish a company.

When the company cannot be established, the promoter shall be jointly and severally liable for the debts and expenses arising from the establishment act; When the company cannot be established, the promoter shall be jointly and severally liable for the return of the shares paid by the subscriber and the interest on the bank deposit for the same period; In the process of establishing a company, if the interests of the company are damaged due to the negligence of the promoter, the company shall be liable for compensation.

Although Xie had gone bankrupt due to investment mistakes and poor management, it had been more than three years since the completion of the bankruptcy liquidation of the pharmaceutical company, so Xie could be appointed as an executive director. As a civil servant, Zhou cannot serve as a supervisor of the company. Lin has a debt of 200,000 yuan, which has not been paid off when it expires, so he cannot serve as the general manager.