Business and Industry Law Articles
Articles written by lawyers and expert witnesses worldwide
explaining the different aspects of Business and Industry.
One of the current most challenging issues on the incorporation of a company in Romania is the immediate tax impact on the company and its profitability. The majority of Romanian companies were incorporated with the minimum capital of two hundred (200) RON. This means a minimum capital of approximately forty five (45) Euros. This is still the case.
Portland is a great city for startups, and the limited liability company (“LLC”) is often an equally excellent choice for organizing a new business entity. The advantages of LLCs are many, including the fact that while owners enjoy the benefit of personal limited liability like a corporation, an LLC is taxed like a partnership or sole proprietorship. But after you’ve chosen the LLC form, what steps are required to set up your company to do business as an Oregon entity?
Bringing in a paradigm shift to the Commercial Agency laws prevailing in Kuwait, the state’s National Assembly had passed significant amendments in February 09, 2016. The new amendment laws precisely struck down the concept of ‘exclusivity’. The principal-companies henceforth can appoint more than one agents or dealers of commodities in Kuwait once the new laws hit the official gazette.
In its judgment of December 10, the BGH ruled that statements such as “lernstark” (fast learner) and “Mit Eisen zur Unterstützung der Konzentrationsfähigkeit” (with iron to promote concentration) are permissible on foodstuffs (I ZR 222/13).
Many clients contact business litigation attorneys when it is too late to avoid a dispute. When that happens, the costs and stress of litigation can mount. Here are some relatively simple and cost-effective measures to help you avoid an ownership dispute down the road.
Preliminary insolvency proceedings were opened against Fidentum GmbH before the Amtsgericht Hamburg (Hamburg Local Court) on December 4 (Az. 67c IN 473/15). The issuing house offered its clients the LombardClassic 3 Fund.
By LPA Law Firm
Register an LLC in Albania and register a Foreign Company Branch in Albania
If a partner of a GmbH (Gesellschaft mit beschränkter Haftung) [limited liability company] sells his ownership interest, he thus becomes excluded from contingent liability and is not liable for the other partners’ outstanding capital contributions.
Anti-Cyber Crime Law of Saudi Arabia is ny act committed related to computer or the internet violating stipulations of this law.
Now a Foreign Investor can have 100 % ownership in retail sectors. SAGIA plans to pump in more high-level investors into the kingdom and introduce new technology and maintain economic growth that may become increasingly important if oil prices stay low and to make Saudi Arabia an international center for the distribution, sale and re-export of products.
Cyprus: Warrant of Search Issued against a Lawyer Cancelled Due to Violation of Legal Professional Priviledge
In the recent case, Antonakis Andreou & Co LLC, a Supreme Court Judge, in Certiorari proceedings, cancelled a warrant issued against a lawyer and his law firm, for the search of the lawyer’s premises, on the ground that the law firm withheld certain important documents, relating to the alleged commission of serious crimes, by a client of the law firm.
The Bundesgerichtshof (German Federal Court of Justice) has strengthened the rights of commercial agents after their agency agreements have been terminated with its ruling of November 5, 2015 (Az.: VII ZR 59/14).
Introduction: When People You Have a Right to Trust Cheat You Ours is a world of contractual relationships, written and oral. We hire people to help us, and we hire people to act on our behalf. We enter into business associations, like becoming partners and shareholders of partnerships and corporations.
Since 1989, Romania has passed from the command economy of socialism to commerce based on the free market and capitalism.
The managing directors of a German Unternehmergesellschaft (entrepreneurial company), UG for short, are liable for the company’s trade tax debts. That was the decision of the Verwaltungsgericht Koblenz (Administrative Court of Koblenz) (Az.: 5 K 526/15.KO).
The Polish Corporate Law provisions which define duties and powers of Supervisory Board Members of Polish Companies, and the rules of appointing, dismissing and remunerating Supervisory Board Members of Joint Stock Companies in Poland.
It is commonplace for start-ups and emerging companies to offer stock option to employees, consultants and service providers in conjunction with, or often in lieu of, cash compensation. The potential recipient of stock options should be aware of certain important considerations before simply accepting stock options in a start-up or emerging companies.
It is proposed that a new law (the “Law”) be enacted, to permit the formation of a new type of vehicle in the Cayman Islands – a Cayman Islands limited liability company (an "LLC").
Council Regulation No. 44/2001 contains the rules applicable to enforce a civil or commercial judgement in another European member state. However, Spain, with no bilateral agreements, follows the Hague Convention.
What can non-residents (individuals and legal entities), who have received judgments in their jurisdictions, and such decisions should be enforced in the territory of Ukraine, do?
Six key matters about the Hong Kong Competition Ordinance.
Very fast growing number of foreign non-governmental organizations (“NGO”) operate in China. However, the laws regulating them are few, vague and inadequate. Currently, only the Regulation for the Administration of Foundations applies for NGOs to establish representative offices in China. As such, some of the existing foreign NGOs in China operate as business enterprises whilst others may even remain unregistered and thus unregulated.
When a corporation wishes to remove a shareholder from a business, there are several particular steps that they must follow. These steps are determined by the nature of the relationship between the business and the shareholder and the corporate documents.
The Landgericht Düsseldorf (Regional Court of Düsseldorf) has strengthened the rights of commercial agents with a view to their entitlement to seek compensation (partial judgment of August 28, 2015, Az.: 33 O 119/12).
Many of our estate planning clients have heard about a Financial Power of Attorney but are not clear as to why they should have one or how they might benefit from having this legal document. At the outset, it is important to consider, “Who takes care of my financial interests if I become incapacitated and unable to handle my own financial affairs?”
While many states have repealed their bulk sales laws, California’s Bulk Sales Law remains in full force and effect. The primary stated purpose of this law is to protect buyers and creditors following the purchase of more than half of a business’s assets. If a buyer makes a bulk sale purchase but does not adhere to the requirements set out in the bulk sales law, the buyer will typically remain liable to the seller’s creditors.
California anti-SLAPP laws are are designed to protect the public right to petition and free speech in matters of public interest and concern, including in connection with lawsuits, legislation, in public forums and discussions, and generally in matters of public interest. Where anti-SLAPP law applies, however, it can spell disaster for a plaintiff who is found to have filed a contravening lawsuit as illustrated by the example below.
Senegal belongs to two major regional entities: ECOWAS and WAEMU. ECOWAS is an association of 16 West African entities aiming at having one economic and monetary zone with a uniform legislation on the main sectors regarding economy, trade, natural resources, diplomacy, to mention a few. WAEMU is an entity of eight West African countries, having the same currency, the same reserve bank and the same business law.
On regional level, Cote d’Ivoire belongs to three major regional entities: The Economic Community of West African States (ECOWAS), The West-African economic and monetary Union (WAEMU). These countries share the same currency, the same central bank (BCEAO), and the same business law. The Organisation for the Harmonisation of Business Law in Africa (OHADA)
It is common for a contractor in one state to participate on a project in another state. Unfortunately, each state has its own rules and regulations for letting out-of-state contractors work within its borders. For those contractors and subcontractors who are bidding on or working on Georgia projects, there are registration requirements with the Georgia Department of Revenue. This article provides useful information to construction professionals seeking working in Georgia.
The issue of business succession preys on the minds of the heads of many family-run businesses. Plans for succession ought to be made at an early stage. It can also be helpful to prepare a will.
By Loeb Smith
What is a derivative action? A derivative action is one commenced by one or more minority shareholders on behalf of a company of which they are member in respect of loss or damage which that company has suffered. Such a claim can only be brought in certain circumstances and amounts to an exception to the rule that a company, as a separate legal person, should sue and be sued in its own name (often referred to as the rule in Foss v Harbottle (1843), 2 Hare 461; 67 E.R 189).
Representatives of the Cyprus and the Ukrainian governments have signed, in Kiev, on Friday, 11 December 2015, a protocol amending their Double Tax Avoidance Treaty.
In a recent decision by the High Court of the United Kingdom, the court clarified the following:
Technological advancements in social media sites and website development tools have allowed users to easily share and discuss articles and photographs across the globe. In parallel with these technological developments, various organizations have sprung up that claim to represent owners of these shared photographs. These organizations send a letter and make an excessive copyright demand. Users must understand their rights before deciding whether to succumb to such excessive demands.
The escrow agreement is used worldwide as a security measure in M&A transactions. In this article, we will try to highlight the foreign practice of the regulation of escrow agreements, analyse the existing practice and the recent legislative initiatives in Kazakhstan, and make recommendations for improving Kazakhstan laws on escrow matters.
The Ministry of Commerce and Industrial (MOCI) announced on 9 November 2015 about New Company Law(NCL), which may be implemented after 150 days from its publication in the Saudi Official Gazette (Um Al Qura). The announcement came after the Kingdom considering the various factors and issues faced by both domestic and Foreign Companies
The sale of company shares where an agreement in relation to those shares had been forgotten, was found to be valid in an important ruling in the UK’s Court of Appeal.
Forming a limited liability company (LLC) for real estate investments has been a common practice in Florida for more than 30 years because an LLC can help investors protect their personal assets from any liabilities associated with their real estate investments.
M&A transactions are on the rise in Germany. According to a report published by Wirtschaftswoche, mergers and acquisitions have gone up by 5.9 per cent in the first three quarters of 2015.
When we think about the economic development of Colombia we have to consider the importance of the biological diversity that this country has and the need to manage it in a sustainable and balanced way in the light of the needs of today's world.
Do you have an Exit Strategy in the event that a Commercial Contract does not work out for You or Your Business?
Starting from December 29th, 2015 functions of National Registration Center and National Licensing Center in Albania shall be unified in one single entity.
"There are many harsh lessons to be learned from the gambling experience, but the harshest one of all is the difference between having Fun and being Smart." -Hunter S. Thompson
As 2015 comes to a close, the e-commerce industry is expected to make €185.39 billion this year. In the EU, the average online shopper spends €970 yearly, and these numbers continue to grow annually. EU Directive 2011/83/EU details the rights of EU consumers when shopping online and was transposed into Maltese law through Legal Notice 439 of 2013.
Businesses with commercial contracts imposing pre-determined financial or other penalties in the event of a breach may find they are unenforceable, following landmark rulings in two similar cases.
On August 1, 2015, the Civil and Commercial Code (hereinafter “CCC”) entered into force, introducing specific legal regulation on the franchise contract from Sections 1512 to 1524.
The VW scandal involving manipulated emissions test data highlights the importance of effective compliance management systems. This is true for large corporations as well as small and medium-sized businesses.
By Loeb Smith
Under the Companies Law (as Revised) (the "Companies Law") of the Cayman Islands, the Registrar of Companies (the "Registrar") will de-register a Cayman Islands exempted company incorporated and registered with limited liability and a share capital (the "Applicant") which proposes to be registered by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands (the "Relevant Jurisdiction") if:
Many consumers report looking over reviews before purchasing a product or service. This has been made easier by the Internet and the easy ability for consumers to include reviews. However, it has also given a forum for consumers to post negative reviews about businesses and individuals that portrays them in a negative light. In some instances, legal action can be taken against posters or websites if the conduct amounts to defamation.
You use an Office Sharing Agreement for separate practices that share the same suite of offices. Here is an outline of the basic terms of an Office Sharing Agreement.
Franchise law for area development, area representatives, sub-franchisors and master franchisees.
Various deadlines and dates that you must calendar, or suffer the consequences.
Transferring Shares in a Corporate Company is a key benefit of being a shareholder and owner of a Company. It is important to ensure that you are aware of the different circumstances under which you can transfer shares and ensure that relevant provisions are included in the company's constitutional documentation.
At the stage of making decisions whether it is worth to start business negotiations with a potential business partner, any information is valuable to help to determine in advance or formulate a thought. This article will provide examples of fast, reliable and at the same time, completely free of charge possibilities to find information about the legal entity – resident of Ukraine. You just should know a minimum of Ukrainian or Russian and your keyboard layout should support Cyrillic characters.
The Company Law of the Federation of B&H (Official Gazette of FBiH No. 23/99, 45/00, 2/02, 29/03, 68/05, 91/07, 84/08, 7/09, 63/10 and 75/13) and the Company Law of Republic of Srpska (Official Gazette of RS No. 127/08, 58/09,100/11 and 67/13) regulate the establishment, operation and termination of businesses in BiH.
California has specific laws that govern the formation of a medical practice or health care facility in California. The creation of the business entity requires a unique blend of corporate law experience and health care law expertise.
The nature of the relationship between a California general contractor and a subcontractor is legally quite complex. The general contractor awards a sub-contract based upon a bid, or extensive experience with a particular subcontractor. It is not unusual for work to begin on a jobsite under a subcontract prior to any physical agreement being drafted or signed.
What should you do if you suspect that one of your partners or a co-owner is stealing money from the company? What proof are you required to obtain, and what course of action must you take to protect your interests? The first and most important thing to do is clear your mind and do your best to remove emotion from the equation for now. A mind filled with anger is distracted and cannot think clearly.
Does an imbalance of bargaining power between two commercial parties effect the potential enforceability of the contract? Yes, the Court of Appeal in the UK has said, with major implications for commercial organisations in The Bahamas.
Corporate Shareholder Agreements are a vital component of any collaboration and/ or investment and it is important to evaluate the strategic aspects or a Shareholders Agreement before starting the venture.
Ukrainian legislation does not establish a clear field of application and the use of electronic documents and e-mails in the business and common activities. Even professional lawyers do not have a clear answer for this question, because of that judges in court consider use of electronic communications (e-mail) as evidence arbitrarily. What do Laws of Ukraine say about electronic documents and e-mails?
Question about the sales of business in Ukraine is difficult to describe as a legal scheme or mechanism, different aspects of the business are regulated by their specific branches of law. There is no exact profitable way of purchase and sale. Because of that parties choose a better way for a particular business. Let us consider this issue in more details.
Contracts are voluntarily entered into every day by two or more parties who wish to be bound by them. However, this may not be the case when one of the signatures on the contract is forged. There are certain actions that an individual can take if he or she learns of forgery.
If you are considering a Corporate Collaboration then you will need to consider agreeing a Shareholders Agreement. Knowing what terms to negotiate and agree is the key to a successful Joint Venture.
The merger control regime is regulated by the Law of the Republic of Uzbekistan No. ZRU-319 on Competition (the Competition Law), which entered into force on 6 December 2012, replacing the Law on competition and restriction of monopolistic behaviour in the commodities markets.
Indemnity clauses are commonly incorporated in commercial contracts, and the courts’ approach in interpreting them provides useful clarity for businesses and lawyers. The commercial lawyers at top Bahamas law firm ParrisWhittaker are highly experienced in advising business organisations on commercial contract issues including how terms are to be interpreted.
The formation of a company in Cyprus is a simple and straightforward process and offers huge tax advantages.
The duty of good faith in commercial contracts is limited and must accord with business common sense, the courts have ruled.
Some basic notes on the concept, main characteristics, process of formation and fiscal regime applicable to a Spanish branch, one of the main ways of investing in Spain.
A handwritten will has to be legible. Otherwise, it may not be effective according to a ruling of the Oberlandesgericht (OLG) Schleswig [Higher Regional Court of Schleswig] of July 16, 2015 (Az.: 3 Wx 19/15).
A Trust is an arrangement whereby a person known as the ‘Settlor’ transfers ownership of property to another person or persons, the 'Trustees’ for them to hold on behalf of third persons, the ‘Beneficiaries’. The assets are placed under the control of the Trustees for the benefit of the beneficiaries or for a specified purpose.
The basic legal framework concerning the liability of business entities for corrupt practices in Greece.
The chances of setting up a successful corporate joint venture in the UK are enhanced if you evaluate all the key issues well in advance of commencing the collaboration. The first consideration is to determine what those key issues are.
Public private partnership in a simple definition is a long term contract between the private sector and the public sector. In the 70s and 80s the world started thinking of encouraging involvement of the private sector in the governmental projects.
In certain circumstances a corporate contract may not be enforceable where the other party executing the contract lacks authority.
Ensuring that you are aware of what to include in Heads of Terms in Commercial Transactions and which clauses should be Legally Binding will enable you to negotiate deals with confidence.
While many individuals ask for a second opinion after receiving a medical diagnosis, these same individuals feel hesitant to do so in a legal case. However, individuals are usually entitled to seek the advice of an attorney of their choice in order to receive a second opinion or other legal counsel.
Palimony derives its name from alimony that is paid to a person who was living with another person buy the two were not married to each other. It is similar to alimony, but the requirements to receive it may be heightened or not afforded in some jurisdictions.
For overseas buyers it is very important to inspect goods after delivery. The inspection should prompt and contribute to official report. With related knowledge on China law, buyers may put inpsection period, defect types, and form of valid report into contract clauses. This may greatly alleviate buyers burden of proof.
When a person purchases a new appliance, he or she expects it to do the job that it is intended to do. However, in some cases, a defective appliance may cause damage to a person’s property through a water leak, electrical issue or other defect. In some instances, a consumer may be able to receive compensation for such damages.
A new pot resort in South Dakota will be opening up soon on tribal land, despite the fact that pot is not yet legal in South Dakota.
When drinking (or otherwise impaired), people often make unbelievably poor choices. This, of course, leads to common problems like drunk driving and regrettable tattoos. Other times, it could lead to problematic legal relationships. This leads many to ask, “Is a contract valid if I signed it while I was drunk (or otherwise impaired)?”
Different legal possibilities for foreign investors in order to start a business in Bulgara.
There are so many contracts entered into everyday by overseas businessmen with China partners. If the contract does not choose jurisdiction and applied laws, China court and related laws are implied. However it is too costly for overseas businessmen to bring lawsuit in China, especially for small amount cases. So it is necessary to get some knowledge on these aspects for overseas businessmen.
There are restrictions to Non-Thais from opening most types of businesses.
When a person has more belongings than he or she can comfortably store in a home, he or she may take extra belongings to an off-site storage company. The circumstances about which the storage company can remove belongings are based on state law and the specific contract.
When a person cosigns on a loan, he or she is agreeing to be liable for the remaining balance if the original person on the lease fails to fulfill his or her obligations under the loan. If that person does not handle the lease in a responsible manner by making ongoing and timely payments, this can negatively impact the co-signer’s loan.
Many people have heard the term “industry standard” bandied about during legal discussions, whether in contract negotiations or during lawsuits, but most may not know what this really means. Indeed, many practitioners may be unclear on the meaning and use of “industry standards,” as well.
Even an outgoing commercial agent is entitled to the full portfolio management commission. That was the decision of the Landgericht Köln (Regional Court of Cologne) in its ruling of June 30, 2015, Az.: 4 O 355/14 (not yet final).
How to choose a reliable Chinese supplier in international trade business, for foreign merchants.
Foundations based in Switzerland need to pay tax on their income generated in Germany, even if they pursue non-profit causes.
On the 2nd of October 2015 Volkswagen has been discovered from the Environmental Protection Agency (EPA) that many of its diesel cars sold in the USA were fitted with a device that could detect when they were tested, changing their performance accordingly to improve results. The so-called “defeat device” was showing that the cars emit less and hiding the fact that the engines were emitting up to 40 times the of nitrogen oxides (NOx) than standards allow.
It is thought that around eleven million vehicles worldwide have been affected by the VW scandal concerning manipulated emissions test data, including models from Volkswagen’s subsidiaries Audi, Skoda and Seat.
By MMLC Group
China’s revised Advertising Law of the People’s Republic of China, effective as of 1 September, 2015, represents the first major revision since being enacted in 1995.
Various reasons may lead you to the resolution that a going limited liability company in Bulgaria is necessary to be transformed into a joint-stock company. Improvement of the image of the company with regard to future financing/projects, provision of certain anonymity to the shareholders, bond issue, planned listing of the company on the Bulgarian stock exchange, etc., is just a short list of the likely reasons for a Bulgarian company to be transformed.
If a creditor knew that a company was materially or factually insolvent and nevertheless accepted money, it can be ordered to repay this pursuant to insolvency law.
The government of Cyprus has announced new amendments in the island’s tax system in order to attract foreign investment and increase Cyprus’ economic activity.
Construction law in California can be quite complex, and it is important to understand the best strategies for resolving disputes with contractors.
Infringements of competition law can prove to be costly. Following a ruling of the OLG Celle of July 7, 2015, this is also true for impermissible advertising of the location of a company (Az. 13 W 35/15).