SOLUTION: PRLW 4181 German University Limited Liability Company & Nominal Value Exam
BUSINESS LAW Date of submission: 13/06/2020 General Instructions: • Write the doubt total obviously for each exculpation in the exculpation shuffle • Because this Ridicule is (open-tome exam), the novice can use all of his materials. He can use the glossary too. • The space of the Ridicule is (24) hours • Do not transcribe the doubt on the exculpation shuffle. Transcribe merely the enumerate of the doubt • To exculpation the doubts, do not observation and paste. You frequent to transcribe in your own fashion. • The penalties for academic leave (copying, imposture etc.) are extreme and may include "F" progression for an demonstration. 1 SECTION ONE: MARKS) (25 Answer the behindcited doubts: (Answer all of them) Note: The exculpation of each doubt must not yield prospect lines. 1. Saleh has a trivial stock. The chief of this stock is (OMR 8000). Is Saleh a tenorer? Why? 2. In the Shareholding Company, what are the estrangements inchoate the trifling estimate and the communicate estimate of the divide? 3. Discuss the behindcited narratement: (In the Limited Liability Company, the estimates of the divides are equalized). 4. In direct to allot the failure administrations, there are some requirements should be fulfilled. What are they? 5. Discuss the behindcited narratement: (Omani Marketable Law binds the tenorer to frequent the day-tome and the open ledger tome for ten years). SECTION TWO: MARKS) (25 Four fiends (Ahmad, Ali, Salim and Mahmood) recursolution a Joint-Liable Company. The behindcited box comprises disconnect of the create of the assembly. Read the variation of the box and exculpation the questions. 1. The assembly is recursolution to product in reading. 2. The designate of the assembly is (the diamond for reading and fabric materials) 3. Ahmad finish bring-in (OMR 50.000). Ali finish bring-in (OMR 50.000). Salim finish bring-in a fabric to be a headquarter to the assembly. The estimate of this fabric is (OMR 50.000). Because Mahmood is a accommodating engineer, he finish bring-in his scholarship and habit in accommodating engineering as a divide. 4. The advantage is exclusive according to the percentage of the disconnectners in the chief of the company. 5. The date of the assembly is five years. Behind that, the assembly occasions. 6. The disconnectners are modeal jointly and individualally internal the vindicationants of the assembly. 7. If one of the disconnectners wants to relinquish his divide to a stranger individual, two of the other partners must suit. 8. Each disconnectner has proper to impede and inspect 2 the marketable tomes of the assembly. 9. Mahmood finish be the director for the assembly. Answer the behindcited doubts: Note: The exculpation of each doubt must not yield five lines. 1) Is there everything crime in the designate of the assembly? 2) Suppose that the assembly becomes a mortgagor and weak to pay its debits to the creditors. In this plight, can the disconnectners suit to occasion the assembly? Why? 3) Behind cessation the date which is noticeed in the create (the five years), can the partners augment this date? Explain. 4) The disconnectners suitd that the advantage finish be exclusive according to the percentage of the divide of each disconnectner in the chief of the assembly. But Mahmood does not frequent percentage in the chief consequently he bring-ind use. Does that balance he finish not get advantage? 3 BUSINESS LAW PRLW4181 By Dr. Maen Mohammad Ali Al-Qassaymeh What’s comprised in the ridicule? • • • • Chapter one (the leading) is comprised. Chapter two (the marketable activities and tenorers) is comprised. Chapter indelicate (the marketable companies) is comprised. So, you frequent to consider and standpoint on three chapters merely." CHAPTER ONE INTRODUCTION Business Law is abandoned to direct marketable transactions and connections. This law is extraordinaryized in tenorers and marketable activities, i.e. it is contrariant from the other branches of the law which frequent contrariant types. In direct to understand the balanceing of duty law and the regularity of this law, we frequent to specify the colprecipitation of this law inchoate the other branches of the law. This requires defining the law, in general, as a primeval plod, and getting a glance environing the divisions of the law. Definition of the law Generally, the law is defined as the matter of administrations and regulations that is used to direct a connection and to restrain the behavior of its members. Divisions of the Law The law is disjoined into two sections; unconcealedly-notorious law and secret law. The unconcealedly-notorious law balances the law which directs the legitimate relationships in which the narrate is a disconnecty. Meanwhile, the secret law is defined as the law which directs the legitimate relationships inchoate citizens and men-folks. Thereby, the standard which differentiatees inchoate the unconcealedly-notorious law and the secret law is the creature of the narrate in the connection, i.e. if the narrate is a disconnecty in the legitimate connection, the administrations of unconcealedly-known law are applied. Meanwhile, if the narrate is not a disconnecty in the legitimate connection, the administrations of secret law are applied. Divisions of Generally-notorious Law: Public law comprises distinct sections. They are: Public Interpolitical Law: It is the law which directs the kinsfolk inchoate narrates. It to-boot regulates the kinsfolk behind a while the interpolitical organizations. It is zealous in distinct points such as; the parts of the narrates, the narrate sway, how to create the interpolitical treaties, the regularity of the interpolitical treaties, children of the interpolitical treaties, interpolitical organizations, etc. Constitutional Law: It is the law which directs the create of the narrate, regime of the state, the unconcealedly-notorious authorities in the narrate, the harmony inchoate these generally-notorious authorities, the propers of the citizens, etc. Thus, it clarifies if the narrate is empire, republic, or sultanate. It to-boot clarifies if the narrate is popular or non- popular. Besides, this law directs the three authorities internally the province; judiciary, conclave and the directment. Administrative Law: It is the law which directs the enterprise of the government, the bodies internally the narrate, the propers and the duties of the employees, etc. Criminal Law: This law comprises administrations and regulations for the crimes and the confirms for these crimes. This law comprises a glorious and understandn cause provides “no crime and no confirm behind a whileout a provision”. Thus, this law is zealous in crimes and criminals. It directs the elements of these crimes and the confirms for them. Divisions of Secret Law: Private law comprises distinct sections. They are: Civil Law: It is the law which directs the connections inchoate individuals. It is considered a contrast to the all childrens which are not directd by a extraordinary law. Therefore, if there is no administration regulates a biased children, the Accommodating Law is a affinity. for example, in the marketable law, if there is legitimate vacuum, we frequent to advert to the accommodating law to inquiry for a administration directs that vacuum. Civil Law directs two lovenesss of childrens; the primeval loveness is the issues which tell to secret aspects of the men-folks such as marriage, disconnect, heritage, etc. The avoid loveness is the issues which tell to financial performances such as the create and the inattention. The avoid loveness is the ocean axis in Omani Accommodating Law. In Oman, the Accommodating Law, which uses the enumerate 29, was childrend in 2013. It comprises 1086 Articles. They are exclusive inchoate indelicate books and premiss. While the primeval tome directs the fountains of obligations, the avoid tome directs the nominated creates. The third and the indelicateth tomes are abandoned to direct the rights in rem. Commercial Law: It is the duty law. It is defined as the matter of administrations which regulates the marketable activities and the connections inchoate traders, or inchoate tenorers and their dealers. This shows that the ocean axes in marketable law are the tenorers and their activities. Omani Marketable Law Enumerate 55 was childrend in 1990. It contains 786 Articles exclusive in five tomes. The primeval and the avoid tomes direct the activities of the tenorer and his trafficstock (shop). While the third tome directs the marketable contracts, the indelicateth tome is assigned to the bills of traffic. The fifth tome is given to the administrations of failure. Beside this law, there are some other laws which are considered supplementary laws. The behindciteds are the supreme: • Assembly Law No. 18 of 2019. • Marketable Registry Law No. 3 of 1974. • Marketable Agency Law No. 26 of 1977. • Security Companies Law No. of 12 of 1979. • Marioccasion Law No. 35 of 1981. • Chief Communicate Law No. 53 of 1988. • Industrial Regularity Law No. 67 of 2008. Thus, Omani Marketable Law No. 55 of 1990 and these laws are assigned to direct the tenorer connections and transactions. Accordingly, the sum of these laws is the duty law. Private Interpolitical Law: It is the matter of the administrations which directs the relationships which comprise a stranger part, i.e. this law appears as a upshot of creature of kinsfolk inchoate exoteric individual and stranger individual. For example, if an Omani tenorer sold end to an Egyptian trader, which law directs this harmony? Is it Omani Law or Egyptian Law? In restoration, if a contend arises inchoate the disconnecties, which pursue is fitted to arbitrator? Private interpolitical law standpointes on these two doubts; which law should be applied and which pursue is fitted to judge. Besides these two doubts, this law directs the children of exotericity and the children of home. Sources of the Law: After we got a glance environing the analysis of the law, a doubt arises; where do the administrations of the law follow from? In other expression, if a contend arises inchoate two parties, how can the pursue perceive the administration which should be applied inchoate them? In direct to exculpation this doubt, it is expressive to notice that there are distinct fountains to the administrations of the law and each of these fountains has collocation contrariant from the other. Accordingly, some fountains use the ocean role and others use avoidary role. They are as follow: 1) Legislation: Legislation is considered the ocean fountain in Oman and to-boot in Arabic countries. It balances: elucidation the legitimate administrations in a written create by the fitted pattern. This proceeding should be executed according to the administrations which are noticeed in the substance of the narrate. Synod is disjoined into three lovenesss. The primeval one is the substance. It is the most expressive law in the province. All other laws must suit behind a while it. If there is any administration in any law contradicts behind a while the substance, that administration must be canceled or amended. The avoid loveness is the usual synod which is issued by the conclave. The third loveness is the regulations which are childrend by the directment. 2) Islamic causes and decree Omani conclave sets the Islamic causes and decree as a avoidary fountain. This is noticeed in Art (1) of Omani Civil Law. It is to-boot noticeed in Art (5) of Omani Marketable Law. But this Art notices Islamic causes as a forth fountain behind the contract, synod and prescription. 3) Custom: It is the incompatible behavior which community practiced to do. Thus, the prescription follows from behavior. But the estrangement inchoate them is that the prescription uses an incompatible type, i.e. if any individual does not follow its administrations, he finish be punished. This fountain is to-boot noticeed in Art (1) of Omani Accommodating Law. These three fountains are considered open fountains for the law. However, Omani Marketable Law crystallized them in a contrariant fashion. This appears obviously in Art (4 and 5) of this law which crystallized them as follow: the primeval fountain is the create, the avoid fountain is Omani Commercial Law and its supplementary laws, the third fountain is custom, the indelicateth is Islamic decree and the developed is the administrations of justice. Thus, the create is the primeval fountain in Omani Marketable Law. The conclave in Oman plods out of the open system in other countries which usually sets the synod anteriorly the create. Besides, the mentioned Articles pay the administrations of fairness as a developed fountain to which the pursue may advert if there is no administration in the other fountains. CHAPTER TWO COMMERCIAL ACTIVITIES AND TRADERS SECTION ONE COMMERCIAL ACTIVITIES It is expressive to differentiate inchoate the marketable activities and the accommodatingian activities. This is consequently there are legitimate regularity built on this separation. But what are the criteria to differentiate the marketable activities from others, and what are the legitimate regularity which upshot from this separation? In direct to exculpation these doubts, this disconnect is disjoined into two sections; the primeval is environing the concept of marketable activities and the avoid is environing the regularity of separation inchoate the marketable activities and the accommodatingian activities. Concept of marketable activities There are distinct criteria to differentiate inchoate the marketable activities and the accommodatingian activities. But Art (8) of Omani Marketable Law adopted one of them. It is the speculation standard. Speculation balances achieving advantage. So, if a individual does an essential-quality behind a while contrivance to finish profit, this essential-quality is considered marketable essential-quality and the marketable law directs it. But if that individual does not aim at achieving advantage, his essential-quality is considered accommodatingian and the Accommodating Law directs it. Accordingly, the standard to differentiate the marketable essential-quality from accommodatingian essential-quality is the eager to finish advantage, unmindful of who does that activity. Beside this standard, Art (9 and 10) of Omani Commercial Law noticeed some activities and payed them marketable activities. According to Art 9, The behindcited activities in disconnecticular shall be supposed to be marketable activities: 1. The abatement of pi and other divisible materials and non-divisible materials behind a while eager to hawk them and finish advantage whether sold in their ancient mode or behind understanding or intercharge. 2. The abatement of pi and other divisible materials and non-divisible materials behind a while eager to engage them. Or, lease them behind a while eager to sub-leasing them. 3. The sale, solution or sub-leasing of the pi abatementd or leased in the aforementioned fashion. 4. The abatement of actual enarrate behind a while eager to finish advantage from the sale in its ancient mode or behind analysis. And the sale of actual enarrate abatementd behind a while such eager. 5. Accoutre creates. 6. Employment creates. 7. Generally-notorious and secret banking performances, money-changing activities and financial dealings. 9. Marketable papers such as bills of change, promissory notes and impedes. (all activities such as sketch, acceptance, endorsement, confutation-for, etc) 10. The science of marketable companies and the sale or abatement of their divides or bonds. 11. Generally-notorious warehouses and pledges on regularity deposited therein. 12. The nativity of minerals, oils, rocks and other natural resource. 13. The manifold lovenesss of security. 14. Generally-notorious sites and antecedent such as unconcealedly-notorious playgrounds, cinemas, hotels, restaurants and auction rooms. 15. Generally-notorious benefit concessions such as the distribution of water, electricity, gas, postal communications, telecommunications and the love. 16. Manner via fix, sea and air. 17. Duty agencies, tourism offices, tenor and export offices. 18. Activities telld to printing, publishing, the lean, broadcasting and television, information or picture transmission, advertisements and the sale of tomes. 19. The science of factories, uniform if telld to agricultural bombardment, and attempt to establish and understanding. 20. Activities telld to fabric and reading and to altering, renovating and demolishing fabrics. In restoration, According to Art 10, all activities telld to marioccasion and air navigation shall be supposed to be marketable activities, disconnecticularly: 1. The reading of ships or aircrafts and the sale, purchase, engage, leasing or restore of them. 2. Contracts pertaining the salary and salaries of a ship's master and company navigators of aircraft and all those employed thereon. 3. Lending and borrowing 4. Marioccasion and air manner and all telld processes such as the abatement or sale of the necessarys thereof in stipulations of arrangement, tools, stores, fuel, ropes, sails stipulations and aircraft accoutre materials 5. The manifold lovenesss of sea and air security Thus, these two Articles determined clearly the marketable activities unmindful of the individual who does them, designately, whether he is tenorer or accommodatingian. But besides these activities, there are some performances shall be considered marketable activities. They are the activities integrateed behind a while, or facilitating the activities noticeed in the foregoing Articles. They are determined ancillary marketable activities. The ancillary marketable activities, openly, frequent a civilian regularity. But they realize the marketable type consequently they children from a individual who has marketable type and they tell to his marketable duty. In other expression, these activities are supposed to be marketable if two modes are fulfilled. First, the essential-quality should children from a tenorer. Second, the essential-quality should be integrateed behind a while the marketable activities of that tenorer. According to that, if a tenorer products in robes bought sofas to his stock, this performance is considered marketable essential-quality. This is consequently this performance is executed by a tenorer and his view is to reform his stock, i.e. the performance is integrateed behind a while his duty. But if this tenorer bought the sofas to his stock, this performance is considered accommodatingian essential-quality. Effects of separation inchoate the Marketable activities and the civilian activities. There are some upshots follow from the separation inchoate the marketable activities and the accommodatingian activities. They are as follow: 1) The mortgagors are jointly-conditional in the marketable debit. This balances that the vindicationant in the marketable essential-quality can ask any of the mortgagors environing his proper. He to-boot can ask all of them contemporaneously. So, if any of them bankrupted, the other mortgagors finish pay instead of him and the vindicationant finish not submit-to this failure. But in direct to allot the joint-liability administration, the debit should be base inchoate the mortgagors, i.e. the fountain of the debit should be unified for the mortgagors. However, the Art shows that the joint-liability is not an incompatible administration. So, the disconnecties can suit otherwise. 2) Rules of exemplification: The administrations of exemplification in the marketable performances are contrariant from those in the accommodatingian performances. This is consequently commerce is installed on security and despatch. Accordingly, the parties, in marketable activities, frequent insubservience in the children of evidence, i.e. they can examine the performance by any fashion of evidence. Meanwhile, the accommodatingian performance is examinen merely by writing if the estimate of the performance yields a biased occasion. 3)No abatement in marketable essential-quality: It is abovementioned that the view of the marketable activities is to finish advantage. Consequently of that, there is no abatement in the marketable activities. Thus, if the disconnecties of the create unremembered to notice consequence, that does not balance they signify to establish abatement. Meanwhile, if they unremembered to notice the consequence in a accommodatingian create, that may balance that the disconnecties signify to establish abatement. 4) Acquisition of the tenorer type: If the individual practices the marketable activities, he may realize the marketable type. If he realizes this character, then he has to do some legitimate obligations. For example, he has to frequent marketable tomes, proceedings in the marketable registrar, etc. 5) Statute of occasionation: Statute of occasionation balances that the pursue finish not receive any vindication behind cessation a biased occasion, i.e. no legitimate action finish be brought anteriorly the pursue if a biased occasion lapses. This occasion differs in marketable activities from that in civilian activities. In marketable activities, it is ten years. Meanwhile, in accommodatingian activities, it is fifteen years. SECTION TWO TRADER The tenorer is defined in Art (16) of Omani Commercial Law as “Any individual who engages in marketable activities in his designate, has the necessary accommodation and adop ...
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