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Corporate Governance and Social Responsibility: A Review of Luqman Baig's Book - Oxford Academic



- Overview of the book: Who is the author, what are the main topics covered, and how is the book structured? - Benefits of reading the book: How can the book help students learn about company law and prepare for exams? H2: Key Concepts and Principles of Company Law - The nature and types of companies: What are the characteristics, advantages, and disadvantages of different forms of business organizations? - The formation and registration of companies: What are the legal requirements and procedures for setting up a company? - The memorandum and articles of association: What are the main documents that govern the constitution and operation of a company? - The share capital and debentures: What are the sources and types of financing for a company? - The directors and other officers: Who are the people responsible for managing a company and what are their duties and liabilities? H2: Key Issues and Challenges in Company Law - The shareholders and their rights: Who are the owners of a company and what are their powers and remedies? - The meetings and resolutions: How are decisions made in a company and what are the rules and formalities for conducting meetings? - The winding up and dissolution of companies: What are the reasons and methods for terminating a company and what are the consequences for its creditors and members? - The corporate governance and social responsibility: How can a company ensure ethical and accountable conduct and contribute to social welfare? H1: Conclusion - Summary: A brief recap of the main points discussed in the article. - Recommendations: Some suggestions for further reading or research on company law. - FAQs: Five frequently asked questions about company law by luqman baig pdf free 63. # Article with HTML formatting Company Law by Luqman Baig: A Comprehensive Guide for Business Students




If you are a business student who wants to learn about company law, you might be interested in reading Company Law by Luqman Baig. This book is a comprehensive and updated textbook that covers all the essential topics and concepts of company law in Pakistan. In this article, we will give you an overview of the book, its benefits, and some key issues and challenges in company law that you should know.




company law by luqman baig pdf free 63


Download: https://www.google.com/url?q=https%3A%2F%2Furlcod.com%2F2ucI3I&sa=D&sntz=1&usg=AOvVaw06yKqVPhggIgJ7xpp2HD_R



Introduction: What is company law and why is it important?




Company law is a branch of law that deals with the creation, regulation, and dissolution of companies. Companies are legal entities that can own property, enter into contracts, sue and be sued, and carry out various business activities. Company law provides the rules and principles that govern how companies are formed, managed, financed, controlled, and terminated.


Company law is important for several reasons. First, it enables entrepreneurs to establish businesses with limited liability, which means that they are not personally responsible for the debts or obligations of their companies. This encourages innovation and risk-taking in the economy. Second, it protects the interests of various stakeholders involved in a company, such as shareholders, creditors, directors, employees, customers, suppliers, regulators, and society at large. It ensures that companies operate fairly, transparently, efficiently, and responsibly. Third, it contributes to the development of the corporate sector in Pakistan, which plays a vital role in generating income, employment, investment, trade, taxation, and social welfare.


Overview of the book: Who is the author, what are the main topics covered, and how is the book structured?




The author of Company Law is Mirza Luqman Baig, who is a renowned lawyer, teacher, writer, and consultant on corporate matters. He has over 30 years of experience in practicing and teaching company law in Pakistan. He has also written several other books on business law, taxation law, banking law, intellectual property law, etc.


The book covers all the major topics and concepts of company law in Pakistan. It explains the nature and types of companies, the formation and registration of companies, the memorandum and articles of association, the share capital and debentures, the directors and other officers, the shareholders and their rights, the meetings and resolutions, the winding up and dissolution of companies, and the corporate governance and social responsibility. The book also discusses the latest developments and amendments in company law, such as the Companies Act 2017, the Securities Act 2015, the Corporate Restructuring Companies Act 2016, etc.


The book is structured into 18 chapters, each of which is divided into several sections and sub-sections. The book also provides numerous examples, illustrations, case studies, tables, charts, diagrams, summaries, review questions, and references to help students understand and apply the concepts and principles of company law. The book is written in a simple and lucid language that is easy to follow and comprehend.


Benefits of reading the book: How can the book help students learn about company law and prepare for exams?




Reading Company Law by Luqman Baig can help students in many ways. Some of the benefits of reading the book are:



  • It provides a comprehensive and updated coverage of company law in Pakistan, which is essential for students who want to learn about the current legal framework and practices of companies.



  • It explains the concepts and principles of company law in a clear and concise manner, which is helpful for students who want to grasp the fundamentals and logic of company law.



  • It illustrates the application of company law in various situations and scenarios, which is useful for students who want to develop their analytical and problem-solving skills in company law.



  • It prepares students for exams by providing them with review questions, case studies, and references at the end of each chapter. These can help students test their knowledge, understanding, and recall of company law.



  • It enhances students' interest and curiosity in company law by presenting it in an engaging and interesting way. The book uses real-life examples, stories, anecdotes, facts, figures, and trivia to make company law more relevant and relatable to students.



Key Concepts and Principles of Company Law




The nature and types of companies: What are the characteristics, advantages, and disadvantages of different forms of business organizations?




One of the first decisions that an entrepreneur has to make when starting a business is to choose the form of business organization. There are different forms of business organizations available in Pakistan, such as sole proprietorship, partnership, joint venture, cooperative society, trust, etc. However, the most common and popular form of business organization is a company.


A company is a legal entity that is created by law and has a separate existence from its members. A company can own property, enter into contracts, sue and be sued in its own name. A company has perpetual succession, which means that it continues to exist even if its members change or die. A company also has limited liability, which means that its members are not personally liable for its debts or obligations beyond their shareholding or investment.


There are different types of companies in Pakistan based on various criteria. Some of the main types of companies are:



Type


Description


Advantages


Disadvantages


Private limited company


A company that has a minimum of two and a maximum of 50 members. It cannot invite the public to subscribe to its shares or debentures. It restricts the transferability of its shares. It does not need to publish its accounts or hold annual general meetings.


- It is easy to form and manage.- It enjoys more privacy and flexibility.- It can raise funds from family and friends.- It can avoid conflicts with shareholders.


- It has limited sources of finance.- It cannot offer its shares or debentures to the public.- It cannot have more than 50 members.- It cannot list its shares on a stock exchange.


Public limited company


A company that has a minimum of three directors and seven members. It can invite the public to subscribe to its shares or debentures. It allows the free transferability of its shares. It has to publish its accounts and hold annual general meetings.


- It can raise large amounts of capital from the public.- It can offer its shares or debentures to the public.- It can have unlimited number of members.- It can list its shares on a stock exchange.


The formation and registration of companies: What are the legal requirements and procedures for setting up a company?




To form and register a company in Pakistan, there are certain legal requirements and procedures that have to be followed. These are:



  • Choosing a name for the company: The name of the company should be unique, distinctive, and not misleading or offensive. It should also not be identical or similar to any existing company name or trademark. The name should end with the word "Limited" or "Private Limited" depending on the type of company. The name should be approved by the Securities and Exchange Commission of Pakistan (SECP) before registration.



  • Preparing the memorandum and articles of association: The memorandum of association is the document that defines the main objectives, scope, and powers of the company. It also states the name, address, and share capital of the company. The articles of association are the document that contains the rules and regulations for the internal management and administration of the company. It also specifies the rights and duties of the members, directors, officers, and auditors of the company. The memorandum and articles of association should be drafted in accordance with the provisions of the Companies Act 2017 and signed by at least two subscribers for a private limited company and at least seven subscribers for a public limited company.



  • Filing the incorporation documents with SECP: The incorporation documents include the application form, the memorandum and articles of association, copies of national identity cards or passports of subscribers and directors, declaration of compliance, undertaking to change name (if applicable), etc. These documents should be filed online through SECP's eServices portal along with the prescribed fee. SECP will examine and verify the documents and issue a certificate of incorporation if satisfied.



  • Obtaining other necessary approvals and registrations: Depending on the nature and activities of the company, it may also need to obtain other approvals and registrations from various authorities, such as Federal Board of Revenue (FBR), State Bank of Pakistan (SBP), Board of Investment (BOI), etc. For example, a company may need to obtain a national tax number (NTN), a sales tax registration number (STRN), a bank account number, a trade license, etc.



The memorandum and articles of association: What are the main documents that govern the constitution and operation of a company?




The memorandum and articles of association are the main documents that govern the constitution and operation of a company. They are also known as the charter or bylaws of the company. They are binding on the company and its members.


The share capital and debentures: What are the sources and types of financing for a company?




A company needs funds to start, run, and expand its business activities. There are two main sources of financing for a company: equity and debt. Equity is the money invested by the owners or shareholders of the company in exchange for shares or ownership rights. Debt is the money borrowed by the company from external sources such as banks, financial institutions, or investors in exchange for interest payments and repayment obligations.


Share capital is the amount of equity raised by a company through the issue of shares. Shares are units of ownership in a company that entitle the shareholders to certain rights and benefits, such as voting rights, dividends, capital appreciation, etc. Share capital can be classified into two types: preference share capital and equity share capital.


Preference share capital is the share capital that carries a preferential right over equity share capital in respect of dividend payment and repayment of capital in case of winding up of the company. Preference shares are also known as hybrid securities because they have some features of both equity and debt. Preference shares can be further classified into various types based on their terms and conditions, such as cumulative or non-cumulative, redeemable or irredeemable, convertible or non-convertible, participating or non-participating, etc.


Equity share capital is the share capital that does not carry any preferential right over preference share capital in respect of dividend payment and repayment of capital in case of winding up of the company. Equity shares are also known as ordinary shares or common shares because they represent the residual ownership interest in a company. Equity shares can be further classified into two types based on their voting rights and differential rights, such as equity shares with voting rights or equity shares with differential rights.


Debentures are long-term debt instruments issued by a company to raise funds from the public or private sources. Debentures are unsecured by any collateral and rely on the creditworthiness and reputation of the issuer for support. Debentures pay a fixed rate of interest to the debenture holders and are repayable on a fixed date or at the option of the issuer or the holder. Debentures can be further classified into various types based on their terms and conditions, such as secured or unsecured, convertible or non-convertible, redeemable or irredeemable, registered or bearer, etc.


The directors and other officers: Who are the people responsible for managing a company and what are their duties and liabilities?




The directors and other officers are the people who are appointed by the shareholders or the board of directors to manage the affairs of a company. They act as agents or representatives of the company and exercise their powers and functions in accordance with the law, the memorandum and articles of association, and the resolutions passed by the shareholders or the board.


Key Issues and Challenges in Company Law




The shareholders and their rights: Who are the owners of a company and what are their powers and remedies?




The shareholders are the owners of a company who invest their money in the company by buying its shares. They have certain rights and powers as well as remedies in case of any violation or infringement of their rights by the company or its management.


Some of the important rights of the shareholders are:



  • The right to receive dividends: Dividends are the profits distributed by the company to its shareholders in proportion to their shareholding. The shareholders have a right to receive dividends declared by the company out of its profits. However, dividends are not a matter of right and depend on the discretion of the board of directors and the availability of profits.



  • The right to participate and vote in general meetings: General meetings are the meetings of the shareholders where they can discuss and decide on various matters concerning the company. The shareholders have a right to attend, speak, and vote in general meetings either personally or through proxies. The shareholders can also propose resolutions, ask questions, demand polls, and requisition extraordinary general meetings.



  • The right to elect and remove directors: Directors are the persons who manage the affairs of the company on behalf of the shareholders. The shareholders have a right to elect and remove directors by passing ordinary resolutions in general meetings. The shareholders can also appoint alternate directors, additional directors, nominee directors, etc.



  • The right to appoint auditors and fix their remuneration: Auditors are the persons who examine and report on the financial statements of the company. The shareholders have a right to appoint auditors and fix their remuneration by passing ordinary resolutions in general meetings. The shareholders can also remove auditors before the expiry of their term by passing a special resolution.



  • The right to receive residual assets at the time of winding up of the company: Winding up is the process of liquidating the assets and liabilities of a company and distributing the surplus among its members and creditors. The shareholders have a right to receive residual assets at the time of winding up of the company after paying off all its debts and obligations.



  • The right to have different periodical reports: Reports are the documents that provide information about the performance, financial position, and future plans of the company. The shareholders have a right to have different periodical reports such as annual reports, quarterly reports, half-yearly reports, etc. from the company.



The meetings and resolutions: How are decisions made in a company and what are the rules and formalities for conducting meetings?




Decisions in a company are made by the directors or the shareholders through meetings and resolutions. Meetings are gatherings of directors or shareholders where they can discuss and decide on various matters concerning the company. Resolutions are formal expressions of opinions or decisions by the directors or shareholders on certain matters.


There are two main types of meetings in a company: board meetings and general meetings. Board meetings are meetings of the directors where they can exercise their powers and functions as managers of the company. General meetings are meetings of the shareholders where they can exercise their rights and powers as owners of the company.


There are different rules and formalities for conducting board meetings and general meetings. Some of the common rules and formalities are:



  • Notice: Notice is a written communication that informs the directors or shareholders about the date, time, place, and agenda of a meeting. Notice must be given to all the directors or shareholders who are entitled to attend the meeting. Notice must also be given within a reasonable time before the meeting, unless waived by all the directors or shareholders.



  • Quorum: Quorum is the minimum number of directors or shareholders who must be present at a meeting to make it valid and effective. Quorum must be present throughout the meeting. The quorum for board meetings is usually one-third of the total number of directors or two directors, whichever is higher, unless otherwise specified in the articles. The quorum for general meetings is usually two members present in person or by proxy, unless otherwise specified in the articles.



  • Chairman: Chairman is the person who presides over a meeting and regulates its proceedings. The chairman is usually appointed by the board of directors for board meetings and by the shareholders for general meetings. The chairman has certain powers and duties, such as maintaining order, ensuring compliance with rules and formalities, conducting voting, declaring results, etc.



Voting: Voting is the process by which the directors or shareholders express their opinions or decisions on a resolution by raising their hands,


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