Droit des sociétés (document en anglais)

DEFINITION OF THE FOLLOWING IN LAW DICTIONARY

1. COMPANY

A society or association of persons, in considerable number, interested in a common object, and uniting themselves for the prosecution of some’ commercial or industrial undertaking, or other legitimate business. The proper signification of the word "company," when applied to persons engaged in trade, denotes those united for the same purpose or in a joint concern. It is so commonly used in this sense, or as indicating a partnership, that few persons accustomed to purchase goods at shops, where they are sold by retail, would misapprehend that such was its meaning.

2. SHARES

these are company’s securities or stocks collected from the public i.e. a financial instrument that one owns a part of a company that provides the benefit of limited liability.

3. DIRECTOR

Persons appointed or elected according to law, authorized to manage and direct the affairs of a corporation or company. The whole of the directors collectively form the board of directors.

4. ORGANIZATION

A group of people, structured in a specific way to achieve a series of shared goals. Relationships within an organization are determined by its structure and are typically based upon role and function. As the external environment can affect and be affected by organizations, they are considered open systems.

5. LAW

The system of rules which a particular country or community recognizes as regulating the actions of its members and which it may enforce by the imposition of penalties

6. MANAGEMENT

The process of dealing with or controlling things or people. The

collective body of those who manage or direct an enterprise

7. DEBENTURES

A certificate given by the collector of a port, under the United States

customs laws, to the effect that an importer of merchandise therein named is entitled to a drawback.

8. CONSTITUTION

In public law, The organic and fundamental law of a nation or state, which may be written or unwritten, establishing the character and conception of Its government, laying the basic principles to which its internal life is to be conformed, organizing the government, and regulating, distributing, and limiting the functions of its different departments, and prescribing the extent and manner of the exercise of sovereign powers.

9. FORMATION

A definitive arrangement or pattern, often for a visual representation of display. An example is military aircraft flying in echelon or a diamond. These are set formations. Putting together or organizing a group.

Generation or creation of information or a document. An example is the building of a team or group; this is the formation of that group.

10. PROMOTERS

In the law relating to corporations, those persons are called the "promoters" of a company who first associate themselves together for the purpose of organizing the company, issuing its prospectus, procuring subscriptions to the stock, securing a charter, etc.

11. POWER OF ATTORNEY

An instrument authorizing a person to act as the agent or attorney of the person granting it.

12. LEGAL PERSON

Are of two kind natural person: natural person (A human being, naturally born, versus a legally generated juridical person.) and Juridical person (Entity, as a firm, that is not a single natural person, as a human being, authorized by law with duties and rights, recognized as a legal authority having a distinct identity, a legal personality. Also known as artificial person, juridical entity, juristic person, or legal person. )

13. LEGAL CAPACITY

Lawful capacity for an entity in its own name to enter into binding contracts, to sue and to be sued.

14. MEMBERSHIP

Attributed the rights of being a member of an entity. Ether individually or collectively, belonging to a group. Some memberships require a fee to join or participate ; some do not. Some have specific skill requirements to meet prior to acceptance into the group, as in the case of MENSA. Members are entitled to special privileges or benefits, but, some members may have different rights and privileges. A leader, for instance, might have special privileges to lead meetings or propose group rules and guidelines.

15. BOARD OF DIRECTORS

The governing body of a private corporation, generally selected from among the stockholders and constituting in effect a committee of their number or board of trustees for their interests.

16. CONTRACT

An agreement, upon sufficient consideration, to do or not to do a particular thing. A deliberate engagement between competent parties, upon a legal consideration, to do or abstain from doing, some act. A contract or agreement is either where a promise is made on one side and assented to on the other; or where two or more persons enter A covenant or agreement between two or more persons, with a lawful consideration or cause into engagement with each other by a promise on either side. A contract is an agreement by which one person obligates himself to another to give, to do or permit, or not to do. something expressed or implied by such agreement.

17. DIVIDENDS

A fund to be divided. The share allotted to each of several persons entitled to share in a division of profits or property. Thus, dividend may denote a fund set apart by a corporation out of its profits, to be apportioned among the shareholders, or the proportional amount falling to each. In bankruptcy or insolvency practice, a dividend is a proportional payment to the creditors out of the insolvent estate.

18. ANNUAL GENERAL MEETING

A meeting of all the interested parties of a firm that is required by law yearly. It must occur every 15 months at the latest. Items of business must be discussed by all interested parties. It is called an annual meeting in the US.

19. RESOLUTION

The determination or decision, in regard to its opinion or intention, of a deliberative or legislative body,

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