Legal consequences arising on the setting up of a limited liability : a comparative analysis

Abstract

The scope of this dissertation has been to analyse the legal consequences arising on the setting up of a limited liability company. The consequences mentioned in this work are by no means exhaustive, but reference has only been made to those, which, in my opinion bear the major importance. Chapter Two analyses those legal consequences which arise upon incorporation, namely the fact that a company is a legal entity quite distinct from its members, the concept of limited liability, the aspect of perpetual succession and so on. Throughout Chapter Three we have taken a look at the company statutes, namely the memorandum and articles of association and the legal consequences emanating therefrom, whereas subsequent chapters tackle other consequences with particular reference to the directors’ liability and general meetings, accounts and reports, dividends and reserves, the capital of the company and the consideration. All along, comparisons have been made with other foreign legislations namely those of the United Kingdom, Italy, the Federal Republic of Germany, France, Switzerland and Liechtenstein. Finally a chapter has been dedicated to EEC Directives and consequently the legal consequences which are brought to bear on EEC member states.