Beruflich Dokumente
Kultur Dokumente
There are various types of partners can be identified in partnership. The partners of a firm are broadly divided into three main categories. (1) General Partners. (2) Special Partners. (3) Other Partners. (1) General Partners Basically all the partners of a firm are general partners. General partners we those whose liability is unlimited in the f General partners are of two types Active partner, Sleeping partner.
(2) Special Partners Special partners are partners whose liability is limited to the extent of their capital contributed in the firm. They are only found in limited partnership. The special partners cannot take part in the management of the business of the firm.
(3) Other Partners The other types of partners are the rest
Active Partner Partner who takes an active part in the management of the business is called active partner. He may also be called 'actual' or 'ostensible'
partner. He is an agent of the other partners in the ordinary course of business of the firm and considered a qualified partner in the real sense of the term. They contribute capital and are also entitled to share the profits of the business. They also share the losses that the business faces. Sleeping Partner A sleeping or dormant partner is one who does not take any active part in the management of the business. He contributes capital and shares the profits which are usually less than that of the active partners. He is liable for the entire firm but his relationship with the firm is not disclosed to the general public. They only contribute capital and share the profits or bear the losses, if any.
Nominal Partner A partner who simply lends his name to the firm is called nominal partner. These partners only allow the firm to use their name as a partner. He neither contributes any capital nor shares in the profits or take part the management of the business. But he is liable to third parties like other partners. A nominal partner must be distinguished from the sleeping partner. While the nominal partner is known to the outsiders and does not share in the profits, the sleeping partner shares in the profit at his relationship are kept secret.
Partner in Profits A partner who shares in the profits only without being liable of the losses is known as partner in profits. He does not take part in the management of the business but he is liable to third parties for all the debts of the firm. Sub partner When stranger shares the profits derived from the firm by a partner he is regarded as a sub-partner. A sub-partner is in no way connected with the firm or him not a partner of the firm. He is simply a partners' partner. Therefore, he has no rights again the firm nor he is liable for the debts of the firm. He only shares profits from a partner.
Minor Partner Partnership arises from contract and a minor is not competent to enter into contract. Therefore, strictly speaking, a minor cannot be qualified partners. But with the consent of all the partners he can be admitted into partnership for benefits only. He is not personally liable to third parties for the debts of the firm, on attaining majority, if he continues as a partner, his liability will become unlimited with effect from the date of hi original admission into the firm. In case of loss his liability is limited to the extent of his capital contribution for the business.
Partner by Holding out When a partner is not a partner but represent to the outside world that he is a partner in a firm; he is stopped or prevented from denying the truth. He is considered as a partner in the eyes of law. Similarly, if a person is declared i am a partner by a partner of a firm and such person remained silent without denying it, he also considered a partner by holding out. Thus, such persons are liable to outsiders i partners on the principle of estoppel or holding out because on faith of their representation action outsiders have granted credit to the firm.
Partner at Will Type of partner will continue so long the partners have mutual faith, trust and confidence among them.
2) A share is simply a divided-up unit of the value of a company. A unit of ownership that represents an equal proportion of a company's capital. It entitles its holder (the shareholder) to an equal claim on the company's profits and an equal obligation for the company's debts and losses.
When we are going to purchase shares from shareholders we have to follow some rules which is established under Companies Act, No. 07 of 2007.Lets consider us as a company which is going to purchase shares from company which hold shares. According to regulations under Companies Act, No. 07 of 2007 there are some tolerable limitations of the procedure of purchasing shares.
When purchasing shares from a company the investor and also the shareholder have to follow regulations mostly described in Companies Act, No. 07 of 2007 Section 95.But this Section is connected with few other sections also. Mainly we have to consider about the section 95.
Where the board agree under agree to the purchase of the shares by the company, it shall, on giving notice within five working days. Nominate a fair and reasonable price for the shares to be acquired and give notice of the price nominated to the holder of those shares. The shares are deemed to have been purchased by the company upon receipt by the shareholder of a notice under above mentioned. A
shareholder, who considers that the price nominated by the board is not fair or reasonable, shall forthwith give a notice of objection to the company.
If within ten working days of giving notice to a shareholder no objection to the price has been received by the company
We shall forthwith pay the price nominated to the shareholder and the shareholder shall forthwith deliver any share certificate in respect of the shares to the company.
If within ten working days of giving notice to a shareholder , an objection to the price has been received by the company, the company shall within five working days
a) Refer the question as to what amounts to a fair and reasonable price to the auditors of the company and pay a provisional price in respect of the shares, equal to the price nominated by the board.
Upon payment of the provisional price by the company, the shareholder shall forthwith deliver any share certificate in respect of the shares to the company.
Where a reference is made under paragraph (a) the auditor shall expeditiously determine a fair and reasonable price for the shares to be purchased. If exceeds the provisional price already paid, the company shall forthwith pay the balance owing to the shareholder
If it is less than the provisional price already paid, the shareholder shall forthwith repay the excess to the company.
The auditors may determine the interest on any balance payable or excess to be repaid at such rate as they think fit, having regard to whether the provisional price paid was reasonable.
Where the company fails to refer the question to the auditors under shareholder who has given notice of objection and a shareholder not satisfied with the price as determined may apply to court to appoint a fit and proper person for the purposes of determining a fair and reasonable price for the shares and the court may appoint such person as it thinks fit. A person so appointed by court may award interest.
There are 2 ways to purchase shares: (1) From a new issue of shares (Primary market) (2) On the Secondary Market
The primary market is the market for new shares In the primary market, the security is purchased directly from the issuer (company). In a primary issue, the company offering the share issue publishes a document known as the prospectus. It is an invitation to the general public to buy shares of that company. The prospectus will include
the details of the offer the business activities of the company its financial standing future plans Its directors and management and for what purpose the company is raising this capital for.
If we decide that a particular issue is a promising investment, we can fill up the application form for the purchase of shares or debentures. We can send this form directly to the company concerned or to a stockbroker with payment for the amount due. However, we should read the prospectus carefully to see whether the investment will give the returns we desire. If necessary,
consult an expert for advice. Safest way to keep custody of the shares or debentures we purchase.
When we are going to purchase shares we have to clearly mention following things in order to have good investment.
a) The names of the company you want to invest in b) The amount of shares you desire to purchase c) The price you are prepared to pay
According to Companies Act, No. 07 of 2007, the price we prepared to pay per share can be determined.
When purchasing shares we may need assistant of brokers. These people must have followed following regulations.
All brokers are licensed by the Securities & Exchange Commission of Sri Lanka. Brokers employ trained staff and must work in accordance with the rules and regulations of the Securities & Exchange Commission of Sri Lanka and in accordance with member regulations of the CSE. Brokers have procedures to ensure that each client, however big or small, is treated fairly and equally. If you have a complaint, the first step would be to inform the Compliance Officer of your broker about your complaint. The
No matter how this purchasing shares procedure must be according to Companies Act, No. 07 of 2007.Rather than that Companies Act, No. 07 of 2007 section 95 gives the procedure of purchasing shares.
The most important thing of purchasing product is depend of on the byers decision which is we have be careful to share buy shares which can make profits for us and also for our company. There is purchasing that can make losses so we have to be aware of it.
Also we have to follow Companies Act, No. 07 of 2007 regulation for our and shareholders legality.