essay格式:个人义务与公司义务

essay格式:个人义务与公司义务

苏是“Bling Bling”的独家经营商,成立了一家名为Bling Bling Pty Ltd.的公司。后来,她与Bling Bling Pty Ltd签订了一份销售合同,后者从她手中买下了这家公司。一大笔已足额支付的股份;以公司所有资产的抵押(证券)担保的另一笔可观金额的债券。这里所提到的费用表明,苏和Bling Bling Pty Ltd就购买对价和支付对价的必要条款达成了有效的协议。苏成立了一家独立的公司,这一事实表明,她创建了一个独立的法律实体,这将使她远离个人义务。这是因为,当公司成立时,在个人和公司义务之间有一条明确的界线,使得控制公司的人在个人基础上的义务更少。因此,虽然Sue是一个隐藏的控制人和受益人,但是她已经形成了一个公司的面纱,将她和公司的责任分开。

essay格式:个人义务与公司义务
考虑到所罗门诉所罗门有限公司[1897]一案,所罗门公司成立了一个独立的法人实体,使其有别于公司及其责任。当该公司资不抵债,又不准备偿付债权人时,该公司拒绝支付所罗门。他是债权人,他有责任偿还其余的债权人,因为公司是由他控制的。所罗门公司因经营环境恶劣而资不抵债,并在索偿时由一名清算人照管。法院裁定所罗门是有担保债权人,对公司所欠他的债务享有优先权。类似于这个案例,可以看出Sue也是一个控制人,因为她通过公司以债券形式提供给她的资产作为担保,向公司提供有担保的信贷。因此,本处认为,Sue完全有权向Bling Bling Pty Ltd征收费用(担保),因为她被认为是有担保债权人,而且她的个人义务与公司义务不同,尽管她对公司有控制权。

essay格式:个人义务与公司义务

Sue, who was a sole trader of ‘Bling Bling’, incorporated a corporate company, Bling Bling Pty Ltd. She later entered into a contract of sale with Bling Bling Pty Ltd which purchases the business from her, for which she received the following considerations:1. A substantial block of shares as fully paid, and 2. Debentures for a further substantial sum secured by a charge (security) over all of the Company’s assets.The charges mentioned here is indicative of a valid agreement between Sue and Bling Bling Pty Ltd about the purchase considerations and the necessary terms of the payments of the considerations. The very fact that Sue made a separate corporate company indicates that she created a separate legal entity which will keep her aloof from personal obligations. This is because when a company is formed, there is a distinct line drawn between the personal and company obligations making the person controlling the company less obligatory on a personal basis. Thus, Sue has formed a corporate veil which separates her from the liabilities of the company although she is a hidden controller and beneficiary.

essay格式:个人义务与公司义务
Considering the case of Salomon v Salomon & Co Ltd [1897]in which Salomon formed a separate legal entity which made him distinct from the company and its liabilities. When the company became insolvent and was not ready to pay its creditors, the company refused to pay the Salomon. He was a creditor and it was his duty to pay the rest of the creditors as the company was controlled by him. The company as a result of bad business environment has become insolvent and is under the care of a liquidator at the time when Salomon claimed his credit. The court held that Salomon is a secured creditor which has priority of the debt owed to him by the company. Resembling this case, it is seen that Sue has also been a controller as she has a secured credit made to the company by way of the security of company assets provided to her in the form of debentures. Thus, it is held here that Sue has complete right over her imposition of the charge (security) against Bling Bling Pty Ltd because she is considered to be a secured creditor and her personal obligation is distinct from company obligations, although, she has control over the company.

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