Essay Conclusion Samples: No Longer a Mystery

<h1> Essay Conclusion Samples: No Longer a Mystery </h1> <h2> The Chronicles of Essay Conclusion Samples</h2> <p>The paper should have a little structure, in contrast to an ordinary article. You may likewise observe distinct exposition. It is imperative to know a pugnacious paper and an informative article could be comparative, yet they change extraordinarily with respect to the amount of pre-composing and research included. Composing a powerful, factious exposition can be testing, and now and again it can locate a touch of befuddling. </p> <p>Writing an article end may appear to be a conspicuous and snappy advance in the full exposition composing task. Presently, on the off chance that you might want to consummate your contentious exposition composing abilities, at that point you should participate in extracurricular article composing practice. Composing a games article is only one of the most energizing composing encounters you will at any point run into. Composing a factious article can incidentally be confounding as you don't really see how to form a persuading contention. </p> <p>Whether it's a pugnacious or explanatory exposition which you're composing, it is critical to build up an unmistakable proposition proclamation and a conspicuous sound thinking. The choice of the paper The utilization of the exposition's Conclusion is to repeat the significant contention. Discovering great contentious paper end models is very clear. Prior to finishing up the paper, it is imperative to sum up with a solid accentuation regarding the matter. </p> <h2> What's Really Going on with Essay Conclusion Samples </h2> <p>You will get interesting writings, which will be done in time. Upper 3, with two or three weeks to show what it is you are guaranteed about composing a paper tests. Your starting should be awesome to make your peruser need to understand more. Digital harassing, which is progressively transforming into an issue, is likewise liable to be a hazard at whatever point your kid has boundless openness to a reasonable telephone. </p> ; <p>Some articles may simply talk about likenesses, however others may simply talk about contrasts. Despite the fact that it is sporadically treated as a gathering of the considerable number of bits which didn't fit in the paper before, it merits preferred treatment over that! A theoretical shows up toward the beginning of the work with a review of the discoveries, however the understudy needs to create it after the rest of the segments are prepared, for instance, end. On the splendid side, you generally have the alternative to locate a total number of article end models on the web. </p> <p>You should likewise rehash the postulation and carry your essential idea to the stage. Another basic advance you should remember is the benefit of having an appropriate end. On the off chance that you need to figure out how to create a gainful decision for an exploration paper meaning you require the best conceivable score, take a gander at the theoretical, presentation, and results. An incredible end will ask what ought to be done so as to address the difficult you've distinguished. </p> <p>In general, you should complete your exposition with a huge blast! The finish of paper, that is the past part, ought to turn into your chance to procure your perusers comprehend the whole purpose of your theme. The most significant objective of educational papers is to instruct individuals on a specific theme. Understudies regularly accept they've expressed all that they know in the beginning and center bits of the paper so the end isn't significant. </p> <p>There are heaps of different sorts of papers, which implies that your decision will change between every class. You might need to enhance the most significant purpose of an exposition or spot it in an alternate point of view for setting a greater setting. The primary thing you must do is think about a subject that you wish to directly about. A few people are prone to peruse the end before the whole exposition. </p> <h2>Understanding Essay Conclusion Samples </h2> <p>There isn't any approach to concoct a theoretical without composing a last idea. Have faith in them and you will never lament your decision. Your decision can go past the limits of the task. Consequently it is fundamental a powerful article end should be composed remembering the intended interest group, so the perusers can relate to the point the author is endeavoring to make.</p> <h2>Definitions of Essay Conclusion Samples </h2> <p>The contentious exposition has a specific organization that must be followed to take the breath away of the peruser, and it's especially useful for understudies and the corporate when making vital proposition. Test papers have consistently been useful to understudies since they go about as immediate and quick rules in transit the understudies may deal with the alloted work without anyone else. Over the span of individual's training, an understudy is probably going to discover the endeavor of composing a contentious exposition. Numerous understudies face a temporarily uncooperative mind from the beginning, and it bodes well they have to figure out how to start an exploration paper. </p> <h2> The Supreme Strategy for Essay Conclusion Samples</h2> <p>Obviously, you might want to have your paper elegantly composed, and that has the end section. Your decision is your chance to have the past word on the order. The tone of the end should be sure and arrive at a feeling of fruition. At the point whe n it's a lengthier paper, an extraordinary spot to start is by taking a gander at what each section was about. </p> <p>The tests not just gracefully a sign of the manner by which a particular sort of paper should be organized, yet what's more demonstrates how proclamations should be introduced for far superior lucidness. The length of an end is regularly relative to the time of the whole content. Equal pictures and mirror similitudes are additionally suggested. The rest of the areas are distinctive dependent on the sort of task. </p>

Essay Topics in Horror Film

Essay Topics in Horror FilmHorror film topics have been a part of the college syllabus for some time. They have also found their way into reading lists and even essays. Writing about the genre can help students make connections and come up with ideas for movies that they might enjoy watching.There are plenty of horror films to choose from. The list is fairly short but not short enough. Some horror films were highly successful, while others did not so well. There are also horror films that bombed in theaters but have had an impact on society in some form. If you are planning on writing an essay about these movies, it is important to use your imagination and not limit yourself to one or two examples.The essay topics in horror film must be able to stand on their own. You will want to discuss what made the film horror. What was the overall mood? Did the film make you laugh or scared?The films are unique in many ways but there are also different reasons why people like them. It might be t hat the horror in the film is a key aspect of the movie. This can be one of the ways to include it in your essay topic.The essays that deal with the essays on horror film usually discuss the director's goal with the film. The goal was to scare the audience. If the director focused on one thing, he or she might have created a film that could have been excellent. The horror is often secondary in the essay. It is not essential but it does make for a fun essay topic.There are many scary creatures that lurk in the darkness. Some are seen as normal but others tend to be only perceived as being strange. These monsters were created by the director to get a reaction from the audience. When these monsters are a part of the story, they can be very memorable. If you are interested in writing about horror films, it is important to take the general subject matter and focus on the monster aspect.The focus on the film is another way to include your favorite horror film in your essay. When you talk about horror films, it is important to talk about each film and why it is special. The main theme of the film is something that you need to discuss in your essay. Make sure you place your favorite movie in the essay for fun and to add variety to the topics that you choose.Writing about essay topics in horror film can be both fun and educational. Take time to find examples of the genres and watch a few movies to see what you think of before writing your essay. You should be able to use your new knowledge of horror films to come up with topics that are interesting and original.

Topics to Write About For An Essay For College

Themes to Write About For An Essay For CollegeIf you're in secondary school, odds are you're considering what points to expound on for a paper for school. Numerous individuals pose this inquiry, and the motivation behind why is on the grounds that they don't know how to begin composing a paper or course project.There's a great deal of weight with regards to composing an article, and that weight implies there's an opportunity it won't be the best thing you've at any point composed. Be that as it may, in the event that you don't have the foggiest idea where to begin, it can feel like you're simply stuck on the task and have no clue about what to do straightaway. The most ideal approach to begin handling subjects to expound on for a paper for school is to select a theme and stick with it all through the entire essay.The most ideal approach to begin handling points to expound on for an article for school is to pick a point and stick with it all through the entire exposition. It's imperat ive to make your theme's intriguing in light of the fact that when you're composing articles, there's consistently an opportunity for you to let your composing voice come through. At the point when you're in a venture, it's difficult to get your expressive energies pumping. That is the reason it's a smart thought to ensure that when you're composing articles, you'll have the option to get your inventiveness to flow.It's additionally essential to keep your composing new. While it's incredible to take a gander at and use instances of others' work, the best activity is gain from others' errors so you'll have the option to keep away from those entanglements later on. It's acceptable to utilize models and thoughts from fruitful individuals, but at the same time it's ideal to think outside about the container with regards to your own composing skills.When you're beginning to get into composing explicit papers or articles, it's imperative to place yourself in a spot where you'll have the o ption to expound on a specific theme. This will assist you with building up a style and make a generally excellent base for your composition. It's essential to realize how to think of good subjects and expound on them.The key to concocting points to expound on for a paper for school is to understand that more often than not, you'll need to expound on something that you love. For whatever length of time that you locate a decent subject to expound on for an exposition for school, it ought to be anything but difficult to get snared on it. At that point, when you've built up an intrigue, you can choose whether or not you need to investigate that specific region of enthusiasm for depth.If you haven't built up an incredible enthusiasm for a subject or in the subject of your paper, at that point it may be simpler for you to compose it as opposed to thinking of a whole theme to expound on for it. It's not as imperative to locate an extraordinary point to expound on for an exposition for sch ool for what it's worth to know the subject. It's additionally critical to ensure that you're not going over the edge with regards to this step.When you're searching for points to expound on for an article for school, ensure that you discover a subject that is intriguing and that you truly care about. Set aside some effort to consider it before you begin to lose control. It's additionally essential to ensure that you build up a solid enthusiasm before you begin chipping away at the point.

Essay Topics - How to Write a Criminal Justice Essay Topic

<h1>Essay Topics - How to Write a Criminal Justice Essay Topic</h1><p>Criminal equity is a secondary school subject that numerous understudies set off for college for. To have the option to compose a criminal equity article, it is essential to have the best possible foundation. There are numerous approaches to achieve this, some more powerful than others.</p><p></p><p>Many understudies like to begin with their theme, not realizing how well they will do. The subject of your criminal equity article must be one that you are enthusiastic about. With this as your beginning stage, you can begin looking for sources that will give you the data you need. This will assist you with keeping your subject straightforward and not get stalled with a lot of information.</p><p></p><p>Choosing your article points can be fun and simple. Research the most ebb and flow data that is accessible. Research is the way to composing a decent paper . On the off chance that you don't have a strong establishment, you can lose important time and cash with paper subjects that don't speak to you. Your examination will likewise show you the most recent patterns in this area.</p><p></p><p>Start by perusing and counseling sources that are legitimate sources. Attempt to discover any bits of news that may give you a thought of the latest lawful changes. Get some information about any writing you might be absent. Doing this will empower you to add a new turn to your theme. This will make your point increasingly useful and progressively applicable to what you plan to accomplish.</p><p></p><p>Once you have discovered the most ebb and flow data on criminal equity paper themes, start exploring a similar subject through different sources. Inquiring about your theme on sites and articles that are related with the point is the most ideal approach to get the most data. At the point when your explor ation is finished, you will need to record it in a reasonable and brief way. The exact opposite thing you need is to record a subject that is totally new to you. After you have looked into the point and discovered the best hotspots for your theme, your paper will have met up. In this segment, you can utilize visual cues to explain what is being expounded on. You might need to utilize visual cues to explain the focuses being made in your paper. This is extraordinary for understudies who would prefer not compose a long section. Just utilize a visual cue to clarify what the fact of the matter is and give a model. Your visual cues can likewise be utilized to make a structure for your paper.</p><p></p><p>Writing criminal equity exposition subjects can be agreeable and fulfilling. It is imperative to begin with a solid subject and proceed with research and realities. By doing this, you will be decidedly ready to address the difficulties of being in college.</p&g t;

Gangs and Teenage Violence Essay - 1413 Words

Gangs and Teenage Violence A gang is a group of people who interact among themselves. Teen violence is contributed to these gangs. Most gangs claim neighborhoods as their territory and try to control everything inside that territory. This kind of antisocial behavior is a major problem in American Society. Gang members are typical members of the same ethnic group. Fear and hatred for people of another race is called xenophobia. People who are victims of racism are often racists themselves. Rap music often features lyrics that are offensive to Asians, Jews, and African Americans. Earlier this century, the United States was divided into ghettos. Those days gangs were from all races. Gangs today sell drugs to every†¦show more content†¦People hearing news of Industrializing set out looking for jobs and when they couldnt find any jobs some adults would form gangs and hired children to assist them. The novel Oliver Twist is a prime example of what these were like and what they did. Street gangs were born in England then crossed the Atlantic Ocean and entered the United States. These Europeans had no place to live or go so they lived in a trashy neighborhood called the 5pt. District. Some turned to crime for financial support. The 5pt. District became the training ground for the th ieves. The first gang formed here was known as the Forty Thieves. A taveren called Rossannas Place became the meeting place of this gang. In 1825 the Kerronians, Plug Uglies, Shirt Tails, and Dead Rabbits were formed. Some gangs murdered than stole in a violent manor. Gangs today often sell drugs for huge profits. The most popular drug soled by todays gangs is cocaine or crack cocaine. Drugs like marijauna and heroine is still sold by gang members today but its not as popular. Gangs today are even more violent than earlier gangs. People join gangs for social support, entertainment, and economical financial support. Some gangs are just a group of people who hang out and think the world is against them. This is a them and us way of thinking. Both small and large gangs can become involved in criminal acts. GangsShow MoreRelatedThe Ending Gang And Youth Violence Policy Initiative1020 Words   |  5 Pages1. The Ending Gang and Youth Violence policy initiative is aimed at analysing problems with gangs and find intervention to tackle crime connected to young people. It is focuses on preventing gang violence, finding pathways out, punishing offenders, working as partners with different forces and providing support to individuals who got in to g angs. 2. 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These gangs provide what is lacking in their lives, a sense of belonging. Minorities are often stereotyped and criticized, especially minorities born into poverty. They are condemned simplyRead MoreThe Negative Effects Of Rap Music In Modern Music And Pop Culture1007 Words   |  5 Pagesthe youth of America. Violence is no stranger to hip hop music as it was apart of its origins in the underground scenes of the South Bronx. But unlike the 1970’s, modern day rap uses an unnecessary amount of violence most notably gangbanging. Current day hip hop uses violence in means which have a negative influence on the youth. Rap songs about gangbanging, doing drugs, and other violent acts are commonly present in mainstream hip hop. One example of gangster violence present in modern day rapRead More Social Problems Affecting Youth Today and Ways to Solve Them847 Words   |  4 Pagesgrandparents experienced with our parents aren’t the same that our parents experience with us. Nowadays, young people are exposed to two major social problems that affect their life negatively. These social problems are drugs and violence. Even though one doesn’t want to be exposed to these problems, it’s impossible because it is everywhere. If one goes to a party, one runs the risk of meeting people doing drugs or fighting. People do this to rebel or fit in the societyRead MoreFemale Participation And Gang Activities Essay1189 Words   |  5 Pagesparticipation in gang activities acquired greatest attention due to its â€Å" sensational nature of the media s portrayal of girl gangsters (...). During the period of 1990 and of the new millennium† (need or not?) This attention (...) â€Å"has also contributed to a renewed academic interest in female gangs.† (Nurge_2003, p 1) There existed a â€Å"traditional view† (Hunt et al._2000) of female gang members, and it â€Å"contrasts sharply with recent public discussions about female gang members, which indicateRead MoreEssay on G.I.R.L.S. 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The Undisputed Truth About Despair Not Essay from Inquiry to Academic Writing That the Experts Dont Want You to Hear

<h1> The Undisputed Truth About Despair Not Essay from Inquiry to Academic Writing That the Experts Don't Want You to Hear</h1> <p>As soon as you make a request, you will locate an unmistakable and copyright infringement free report that satisfies your course prerequisites. Be that as it may, it tends to be promptly done. Also, other than the endless papers on unmistakable subjects, you may have various different obligations which require generous consideration. </p> <p>Your course coach may request that you consolidate a particular number of sources, or refer to a specific piece of composing. Our essayists will verify you are completely happy with the last form. Consider your very own announcement however you are composing a tale about yourself. Compose a last draft fixing all potential language structure and spelling blunders. </p> <p>Anyway, article composing is probably the hardest undertaking for various understudies. 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This procedure is incredibly gainful in paper composing since it causes the creator to make intriguing thoughts. When in this sort o f circumstance, there's not really adequate time to put the article together. </p> <p>However, we're unique. In most of cases, understudies are overpowered to create assignments without anyone else. </p> <h2> The Lost Secret of Despair Not Essay from Inquiry to Academic Writing</h2> <p>You will be shocked what number of have profited by our independent company exposition composing administrations as of now. Besides, we have specialists in pretty much all logical controls to ensure your paper will be composed by genuine pro and dependent on a thorough research. There is a lot of organizations that proposal to create your paper for you. </p> <p>If it's excessively wide, you need to limit it down to researchable level. Our key objective is to promise you the best scholastic productivity and furthermore generous characteristics for your task. 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How to Use Good Essay Writing Tips to Improve Your Essay

<h1>How to Use Good Essay Writing Tips to Improve Your Essay</h1><p>Many understudies miss the mark regarding the desires for their teachers on their expositions. While a few people can't compose, others battle with getting the words to stream. You should investigate tests of good exposition composing and discover what they are talking about.</p><p></p><p>Students may get disheartened on the off chance that they don't investigate tests of good paper composing. It is constantly savvy to invest energy doing research. A fast hunt online will bring about a great deal of destinations that offer example papers. On the off chance that you follow these rules, you will locate the best paper composing for you.</p><p></p><p>First, you should be cautious when looking on the web. While a few spots have just a couple of tests of good article composing, you need to locate an enormous number of locales. Find various themes, various ki nds of essayists. Peruse a few examples. Attempt to discover a topic or style that interests to you and afterward consider that when you compose your own essay.</p><p></p><p>Secondly, don't accept that the best examples of good paper composing will be the equivalent for everybody. You may not be a similar individual as the author in the paper. This is the fundamental motivation behind why you have to invest some energy searching for tests of good paper composing. You would prefer not to compose something that another person has just composed, however you likewise would prefer not to compose something that you believe is too personal.</p><p></p><p>Third, while a few people expound on others' encounters, you may expound on your own encounters and considerations. At long last, the point is up to you. Do some exploration and discover a subject. At that point make certain to peruse the entirety of the examples of good paper composing that y ou find.</p><p></p><p>Finally, when you run over a site that offers tests of good exposition composing, you should audit them cautiously. These destinations give tests so you can perceive what individuals have composed. Be that as it may, this doesn't imply that you ought to concur with everything that is composed. Survey the material again to check whether it despite everything reverberates with you.</p><p></p><p>The key to composing a fruitful article is to discover a point that is important to you. It is this idea that will enable you to succeed. Additionally, when you are starting to compose, you will discover a variety of approaches to improve your article. Continue searching for tests of good exposition writing to refine your own skills.</p><p></p><p>If you find that examples of good paper composing don't address the entirety of your inquiries, don't surrender. There are still a ton of approaches to improv e your exposition. You simply need to continue searching for new and various approaches to improve your papers. That way, you will find that you have a simple opportunity approaching up with new thoughts and getting the thoughts down on paper.</p>

The Most Popular Literacy Essay Rubrics Elementary Writing

<h1>The Most Popular Literacy Essay Rubrics Elementary Writing </h1> <p>Presently, collaboration configuration is effectively the most powerful structure discipline. It is actually a worldwide structure. Fantastic communication configuration empowers individuals to partake in the advanced world. Likewise, stress the estimation of proper volume. </p> <p>A basic way to deal with evaluate understudy composing is to deliver a rubric. At the point when it has to do with showing education, there are different segments an educator should consider. In the event that you own an understudy who has reliable challenges with tuning in, you might need to plunk down with her folks and show them with the movement of rubrics over the class of the year. The instructor utilizes a careful rubric to score every single one of the discussants. </p> <p>It is fundamental for composing workshops to allow the understudies to share their composition. It took me around five years of educating to begin to discover that rubrics should be utilized day by day to help educators keep being objective and keep up reasonableness in any capacity times. There are some major study hall abilities which frequently go unnoticed. Helping kids become their own editors is among our vital objectives. </p> <p>If there's been an improvement, you could show that in spite of the fact that the understudy's listening abilities keep on being average, they've shown signs of improvement from the opportune time of the absolute first rubric. At the end of the unit, understudies are evaluated on the viability of their finished drafts in accordance with the class-created Argument Writing Checklist. In the ideal circumstance an understudy won't read a rubric once, yet utilize the rubric as a way to reflect, break down and clean their work. A few understudies venerate the methodology so much, they must be mentioned to go on to the following task, or they'd never complete the course!</p> <p>Corrective order is included when preventive control hasn't been effective in checking the appearance of a disciplinary issue. Notwithstanding the way that you pay for schoolwork, we give those alternatives for nothing out of pocket. Separated guidance is definitely not a solitary system, however rather a way to deal with guidance that consolidates a collection of methodologies. Consider the data and win a suggestion for future guidance. </p> <h2> The New Angle On Literacy Essay Rubrics Elementary Writing Just Released</h2> <p>There's, unmistakably, a cutoff on the scope of pages even our absolute best authors can create with a squeezing cutoff time, yet for the most part, we can fulfill all the customers looking for pressing help. Except if, clearly, the structure is in reality terrible and remains in the technique for the things we wish to do. To have the option to add to such a discussion, I'll distribute an assortment short papers on communication plan inside the following not many months. The deficiency of proposed activities, and nonappearance of motivation to adjust. </p> <p>You will get exceptional writings, which will be done in time. For example, if the homeroom objective is for all understudies to deduct utilizing renaming, some of the understudies may figure out how to take away two-digit numbers, however others may figure out how to take away greater numbers with regards to word issues. In the event that the thought of rubrics is completely new to you, you might need to peruse this useful article for a whole explanation.</p> <p>To finish up, this is an astounding instructive article. The body of the article specifies a few associations with the primary thought however more models or proof is required. It might be a finished piece. Pick the connection for test editorial to discover what others thought.</p> <p>Or maybe it was the straightforward truth that every single individual, even the best essayists, experienced precisely the same situations. The author indicated a general comprehension of the composing shows, had a moderately unobtrusive number of language structure botches and utilized very much developed sentences with two or three errors. He neglects to contemplate such harming impacts like improper and disrespectful sites. In spite of the fact that the author presents loads of interesting techniques for taking care of individual contrasts, these aren't in every case profoundly viable for viable clarifications. </p>

Essay Topics For Elementary School And College Levels

<h1>Essay Topics For Elementary School And College Levels</h1><p>Essay subjects are significant with regards to composing an exposition. These points will assist you with finding a subject for your paper. There are some extraordinary thoughts and a few subjects that are acceptable paper points. The beneficial thing about these themes is that they are fascinating and on the off chance that your point is acceptable, at that point it will make your paper all the more intriguing in the event that it has some success.</p><p></p><p>The first key thought that you have to use so as to compose an exposition that is valuable to peruse is to concocted a thought. This is anything but difficult to do and you can do it by making a rundown of subjects. After you have made the rundown, you should pick the most significant subject. You will at that point need to compose on this subject and this will give you the topic to work with. When you have picked the su bject, you will need to investigate the thoughts and see what you like and what you don't like.</p><p></p><p>This will assist you with choosing which theme you will compose an exposition about. It will likewise assist you with deciding how much time you have left. The subsequent stage that you have to do is to discover a paper that will be useful for your point. This should be possible by checking out the web and checking whether there is whatever you might want to read.</p><p></p><p>Another thought for your paper point is to go to an online course book or approach a companion for help. You can discover numerous subjects on the web. On the off chance that you are asking why you are being approached to do this it is on the grounds that the educator will audit the subjects of the considerable number of articles that you are composing. In the event that you return to the old papers they can give you thoughts for a superior article topic.& lt;/p><p></p><p>Once you have discovered a subject for your exposition, you should choose whether you need to compose the exposition at school level or secondary school level. When you have settled on the evaluation level you will have the option to choose the point that you are going to utilize. By picking the school level you will have the option to receive the most advantage in return. Then again the secondary school level will permit you to enhance themes that are not as acceptable. It will permit you to concentrate on things that you have learned in class.</p><p></p><p>It is significant that you consider how much time you need to use in your article subject. This can be dictated by the measure of time that you need to contemplate and the measure of time that you need to compose. One other point to consider is that school articles are composed while examining. They are composed during a similar time that you are taking notes. In the e vent that you have additional time that you need to chip away at your exposition then you can compose a progressively point by point essay.</p><p></p><p>If you need to realize what theme you should use for your article then you have to invest some energy pondering your subject. You ought to invest some energy pondering the sort of subject that you are going to utilize. By doing this you will ensure that your paper will have smart thoughts and that it will be a decent article that will show you ability.</p>

How to Write Your Sample APA Essay

How to Write Your Sample APA EssayThere are several factors that influence whether a candidate will pass or fail their sample APA essay. While APA states are pretty clear and specific, the directions for essay writing can be confusing. The key to passing is understanding the questions, the reasoning behind it, and how to structure your essay so that it stands out from the other candidates.When you begin working on your sample short APA essay, you should first determine what types of questions you will be answering. For example, does your essay deal with a philosophy of life, or some other general topic? This will dictate what types of questions you will need to answer in order to succeed.Once you have determined what your essay is going to be about, it's time to fill in the blanks with a brief description of the topic. When you are writing the APA essay, you want to describe the issue and then get to the question. You can't stop at this stage, however, because that is where the APA g uidelines leave you.At this point, you want to move into a three or four line brief description of your topic, giving a general idea of the situation, and then asking a brief two or three sentence question. This section should not go on, but instead, follow the instructions provided by the APA organization. Generally, this section will include either an introductory statement or a question asking how the reader came to be reading the essay.Next, after the introduction, you want to write a brief paragraph or two that summarizes your summary. In this section, you want to summarize the general topic area of the sample APA essay, or ask the reader to take notes as they read the essay. By summarizing your summary, you make it easier for the reader to remember your essay and read it again.After summarizing your summary, it's time to move into a question and answer section of the APA essay. For this section, you must tell the reader about yourself and who you are addressing. You may also w ant to ask them to name another person that they know or can identify that fits the description you've given in the last section.Now, after completing your introduction and summary, it's time to answer the question, in the last section of the essay. In this section, you want to answer the question that you asked in the introduction section. Be sure to thank the reader for taking the time to read your essay and give them permission to print it out.If you found yourself thinking of something, and need to, you need to be able to give an answer. If you aren't sure, you can always consult the manual or the other writers who wrote the sample APA essay. Either way, the last section should always contain an answer to the question that you asked in the introductory section.

Argumentative Essay Topics For the Coming Year 2020

<h1>Argumentative Essay Topics For the Coming Year 2020</h1><p>The points in factious paper themes for the up and coming year 2020 will spin around numerous things. In any case, something that you have to consider is your associations with your accomplice. Do you have a decent comprehension of them? On the off chance that you do, at that point you are not so much an exception.</p><p></p><p>One thing that you should think about your relationship is that it is something beyond a sentimental relationship. Individuals are great at tricking themselves into feeling that they are simply dating. Be that as it may, connections are especially more than that. You are something other than a sentimental accomplice, yet something beyond somebody who can get you out in bed. Peruse on to discover what contentious article themes for the up and coming year 2020 about connections can reveal.</p><p></p><p>Most individuals will in general glance at significant distance connections in a single manner: that the two individuals in the relationship don't reserve the privilege to engage in sexual relations and if the relationship is just going to keep going for a couple of years, this is fine. In any case, this isn't the situation. It's imperative to comprehend what occurs on the off chance that you attempt to push your accomplice to go one more advance. This is something that should be considered in contending subjects for the up and coming year 2020 about relationships.</p><p></p><p>Are you considering your to be accomplices as your companions? Many individuals continue saying that they are simply companions, yet as a general rule it is more than that. Indeed, there are numerous connections where you can in any case invest quality energy with your sweetheart. Presently this may sound weird, however in the event that you need to date someone, attempt to date someone who isn't your accomplice. This will permit you to feel that you are going out on the town with another person. You will turn out to be progressively open to your accomplice, and they will start to feel that they are actually part of your life, which they have consistently wanted.</p><p></p><p>Romance isn't just about a date. In the event that you realize how to support your affection and manufacture a caring relationship, you can overcome even the most troublesome separations. You simply need to realize how to manage the circumstance and consider how your accomplice feels too.</p><p></p><p>Some fruitful couples have found how to maintain a strategic distance from contentions about sex. A few people despite everything have an issue with these contentions, however so as to forestall this, you have to figure out how to keep away from mistaken assumptions. Attempting to battle the issue will undoubtedly be counterproductive.</p><p></p><p>Sometim es when the relationship depends on enthusiasm, there are exceptional contentions that happen. Recall that the most significant thing is to not lose your head in this situation.</p>

Khushi - Aggarwal Writing Essay

<h1>Khushi - Aggarwal Writing Essay</h1><p>Have you at any point asked why there is an alternate spelling for Khushi and Aggarwal in Khushi Writing Essay? All things considered, it is on the grounds that the way to express these names was changed by the Portuguese-Portuguese individuals. To have an alternate spelling would make the entire thought of Khushi Writing Essay appears to be less noteworthy to some.</p><p></p><p>However, when you consider it, English speakers were called by their quite a while back. Hence, rather than giving another name to it, one should make the spellings increasingly English sounding and it ought to be retained.</p><p></p><p>Even the Indians with Indian names were initially called as such by English speakers. Along these lines, it would be all the more fascinating to keep the name of the author instead of changing the spelling.</p><p></p><p>Khushi Writing Essay has b een accomplished for an extremely significant time-frame. There were three well known writers who worked with Khushi Writing Essay right off the bat, Manil Kumar Meiyappan (whose name was changed to Shankh Nayak), the American who composed a book titled 'Sikh Soul' in which he shared his encounters and perspectives on the Sikh religion. The third and last writer was the essayist Mrishad Farooqui.</p><p></p><p>In along these lines, if the essayist needs to offer the book so as to get more clients, at that point there ought to be no adjustment in the spelling or the name of the writer with the goal that individuals can comprehend the message well. One ought to stay consistent with the name to keep away from confusion.</p><p></p><p>In the instance of Khushi, it was hard to articulate since many individuals in South India communicate in their local language in Khushi. Since they needed to utilize the spelling, they basically transformed it to Khushi.The same has occurred with Aggarwal, the name of Mrishad Farooqui.</p><p></p><p>Hence, rather than Khushi and Aggarwal, we have Khushi-Aggarwal Writing Essay or essentially Khushi Writing Essay. Whatever the name, the message continues as before, that one should remain consistent with his name or the spellings.</p><p></p><p>You may likewise need to utilize Khushi and Aggarwal Writing Essay when you need to roll out certain improvements on your own compositions. You can simply utilize a similar configuration and expound on the equivalent subject.</p>

The Yellow Birds Essay Samples

<h1>The Yellow Birds Essay Samples</h1><p>When you are intending to compose an exposition, you ought to consistently do so dependent on the particular article tests that you need. This is significant in light of the fact that you need to ensure that you will have the option to pick the one that will address your issues. All things considered, you can generally utilize the different exposition tests to get a few thoughts that will assist you with ensuring that you will have the option to meet your needs.</p><p></p><p>You can discover the article tests in various manners. Perhaps the most ideal ways that you can utilize is by visiting your school or your secondary school. In spite of the fact that there are not a great deal of those you will discover, you ought to in any event search for these so as to get a few thoughts regarding what you have to remember for your essay.</p><p></p><p>It will likewise be ideal on the off chance that you search for these examples on the web. There are a ton of these that you can discover on the web. With this, you will have the option to ensure that you will have the option to go on the web and look at some samples.</p><p></p><p>When you are going to peruse through these article tests, you ought to consistently check them for syntax and accentuation. These are two things that you have to check particularly with regards to utilizing the right utilization of the English language. You need to ensure that you will have the option to write so that it will be comprehended by the reader.</p><p></p><p>The articles that you will have the option to discover on the web are additionally going to be organized such that it will be simple for you to comprehend. All things considered, you need to ensure that you will have the option to make this exposition discernible by everybody. You need to ensure that you will have the option to m ake an article that will cause the perusers to comprehend what you are attempting to say.</p><p></p><p>When you are searching for the paper tests, you will likewise need to ensure that you will have the option to utilize various styles and configurations. This will assist you with having the option to ensure that you will have the option to address your issues. For instance, you need to ensure that you will have the option to utilize various arrangements that will ensure that you will have the option to use.</p><p></p><p>You ought to likewise ensure that you will have the option to organize the exposition tests so that it will make it simpler for you to peruse. All things considered, you need to ensure that you will have the option to make it simple for the perusers to comprehend. You need to ensure that you will have the option to give them the privilege information.</p><p></p><p>You will find that there are a ton of exposition tests that you can discover on the web. So as to ensure that you will have the option to address your issues, you ought to consistently utilize these article tests to assist you with ensuring that you will have the option to address your issues. All things considered, you will need to ensure that you will have the option to address your issues as well.</p>

Video Toys Toys And Toys Essay - 1713 Words

1. On Tuesday, October the fourth, I visited the department store, Target, at two o’clock in the afternoon. As I went to observe the kids’ clothing and toys sections, I immediately was presented with the topics we covered in class. Not only were the boy and girl clothing sections completely separate, but most of the toys were departmentalized into â€Å"girl toys† and â€Å"boy toys.† As I made my way up one aisle and down the next, I made note of what the various signs read. Some of the sign names in which I wrote down included: animatronic toys/companion dolls/art and craft toys, Disney dress up/Disney dolls/Disney princess/Disney Frozen, fashion doll/Barbie accessories/Barbie dolls, LEGO/building sets, character toys/activity toys/action figures, and science and discovery/action figures/radio control. Reviewing the list of presented sign labels, one can almost immediately begin assuming which aisles are supplied for which genders. As custom, the pink Ba rbie doll and Disney princess aisles were visibly operating as an attraction for small girls, while the LEGO building sets and superhero aisles were provided for small boys. In uniform with today’s stereotypes, the girls were provided with the dainty dolls, bedazzling kits, and different colored lip glosses, while the boys were provided with ready-to-fight action figures, remote controller race cars, and LEGO building kits. Along with the toy section, the clothes section equally met the stereotypical standards of today’s society. TheShow MoreRelatedStar Wars : The Movie, Toys, And Video Games1435 Words   |  6 Pagesbegin to tell all the stories of its universe, these stories are told through its extensive side stories, known as the Expanded Universe. This includes works related to Star Wars that are not included in the official canon, such as the comics, toys, and video games (â€Å"Star Wars Opens†). There are also well over 250 books written in the Star War s universe. These works can all take place at varying times, from thousands of years before the first episode to what happens centuries after the last. This timelineRead MoreVideo Toys By Roland Barthes And Violent Media Is Good For Kids1221 Words   |  5 Pagessignificant in everyday lives. It especially has a huge impact on the daily lives of children. The readings Toys by Roland Barthes and Violent Media Is Good for Kids by Gerald Jones perfectly capture this idea. Toys and media are specifically important in a child’s life for the sole reason that they are educational. Although they may seem like they are robbing children of their innocence, toys and media are actually teaching children to not be ignorant. They symbolize many things that children do notRead MoreThe Effects Of Gender Typing On The Toy Industry1192 Words   |  5 PagesEveryone can remember their favorite toys as a child. 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ItRead More2 the Lego Group1111 Words   |  5 PagesThe Lego Group: Building Strategy Problem Statement: The Lego Group has been making toys successfully for 80 years and has grown to having close to 3.16 B USD in sales for the 2010 year. They specialize in toy building sets, a sector of the market that has seen 13% growth in 2010 and is forecasted to grow further. However, the Lego Group is at a cross-road in their business plan and requires a strategic plan going forward. Currently, the company needs to look at its existing partnershipsRead MoreEssay on Case Study Gi Joe1501 Words   |  7 Pagesvery successful brand, G.I. Joe that is an icon in the toy industry. G.I. Joe has been a dominate factor in the market for toys since its launch in 1964. The brand has been able to stand the test of time and its creators have successfully preserved the brand throughout the years. Hasbro’s challenge is to market the G.I. Joe brand in such a way, so that it can become a mega brand like its competitor Mattel with its mega brand Barbie. The toy market has volatile sales depending upon trends createdRead MoreLego And The Toy Industry1139 Words   |  5 PagesIntroduction LEGO has been in the toy industry since the Great Depression when Danish carpenter Ole Kirk Kristiansen and his sons began making wooden toys (Bigus, 2011). Showing ingenuitive spirit, after the end of World War II, LEGO became the first company in Denmark to purchase a plastic injection molding machine, this was an expensive moving hinging on the risk that plastic toys were the toy of the future (Bigus, 2011). Soon after the purchase, LEGO expanded its business to include the firstRead MoreGlobal Toys and Games Industry869 Words   |  4 PagesGlobal Toys amp; Games Industry    The global toys and games industry is expected to hit the $100 billion mark by 2015, according to research from Global Industry Analysts. In recent years the market has been influenced by changing consumer tastes, with children opting for more sophisticated video games and electronic toys. Children are also becoming increasingly accustomed to changing toys more frequently. This means toy and game manufacturers are obliged to introduce new products on a regularRead MoreToys R Us Case Questions Essay1027 Words   |  5 PagesSavannah Paterson FINAN Case Questions #5 Toys â€Å"R† Us LBO 1. What are the risks and merits of the transaction? This LBO transaction has both risk and profit potential. KKR, Bain, and Vornado Realty Trust face risk because the industry that Toys â€Å"R† Us (toys) is currently in, the retail toy industry, is in a decline. Industry sales have been down 4% in the last year, and analysts don’t have a positive projection for future sales in the US. This declining industry, and threat of new competitorsRead MoreEssay On Gender Socialization1574 Words   |  7 Pagesbehaviors and opportunities due to gender norms. The data included in this essay was collected at a Wal-Mart located in Fowlerville. This location was chosen, as it is a common place that children and their families visit to purchase things such as toys and clothing. Because of this, the goods offered children are significant; specifically what goods are marketed for girls compared to boys. This teaches young children the generalized norms of what each gender typically wears and plays with, such as

Essay Writing on Crime in Nigeria

Essay Writing on Crime in NigeriaIf you are a student who has never attempted essay writing on crime in Nigeria, or if you have never been so far into the issue of crime in Nigeria, this is the perfect time to get started. Here, you will find tips that will help you prepare for your essay on crime in Nigeria.Crime in Nigeria is in the news more than ever these days and it is a topic that is always generating a lot of discussion. If you are writing an essay about crime in Nigeria, you should know how to write an essay on crime in Nigeria. First of all, you need to know the basic definitions of crime in Nigeria and how it is defined in different parts of the country. You also need to know the difference between 'innocent'guilty.'In the past, Nigerian criminals were always classified as 'innocent' because they were 'guilty' of different crimes. But, nowadays, the situation has changed. The victims of crime in Nigeria (criminals and non-criminals alike) are now charged with a crime regar dless of whether or not they have actually committed a crime.It has been observed that the victims of crime in Nigeria are being charged with crimes even if they do not have direct links to the crime. The process of charging an innocent victim of crime is called Prapa klase. It is a law that was implemented by President Goodluck Jonathan in the first weeks of his administration. The victims of crime in Nigeria are often falsely charged with crimes so that they cannot go on with their normal lives.Essay writing on crime in Nigeria involves a number of problems. One of the major problems you will face is choosing the right words that you use in your essay. Your essay could be full of negative-looking words. The good news is that there are a number of essay writing on crime in Nigeria writers who have done their research and understand the term 'innocent' as well as the terms 'guilty'non-guilty'.You should also make sure that your essay is written in a way that is as persuasive as poss ible. You need to stress the various aspects of crime in Nigeria, the role of the state in regulating crime, and other crimes that are in progress or already in progress. The argument should be able to convey to the reader why he or she should believe your essay.You also need to use the title of your essay in such a way that it creates curiosity about your subject matter. It is important that your title is not only catchy but also striking so that it draws the attention of the reader's attention in a unique way.Finally, do not forget to address your essay to the intended audience. You need to make sure that you address the target audience in a manner that can compel the audience to open up the volume to read about the particular topic. Otherwise, the essay will not achieve its purpose of getting read.

Importance of Service Papers

Importance of Service PapersService papers are paper documents, one of the most important documents in the business industry. You can see lots of organizations and companies that are facing problems with their paper documents, they just cannot deliver them for their clients because they do not have any money to pay a costumer.Business people who work in different fields are mostly used to write their legal documents like financial statements, certificates, letters, and even official forms. However, there are lots of problems that are happening with the matter, mainly when a company or business owner does not know what paper should be written on which case. Here, you must have some sort of official paper to issue, on which will be implemented. The main problem is when they do not produce their paperwork.Now, if you are producing your own document, then there are several things that you need to consider first before printing any kind of document, on which you can issue. Here, you need to make sure that you have the required paper and printer for this job.For starting your business, you need to develop the strategies and plans first, to make sure that you are going to take some good advantage of this industry. It is true that when it comes to the business industry, the risks that you should take are very high. As a matter of fact, you are allowed to employ service paper and if you do not have enough money to pay for the printer, then you need to do something else. This is why, some business owners decided to use photocopying machines.Now, the main concern for using photocopying machines is that you need to avoid using the colored documents because they could generate light errors and black out the picture. It is true that the machine will not eliminate these errors but, it is true that it will not print any colors. If you have your own printer, you need to give attention to your papers and make sure that the ones you will use for the printing must have a mirror.Wh en there are many pictures in the documents, it is very necessary that you have some mirror to make the pages to look better. You should also have an electronic file to save the pictures, because they may disappear from time to time. This is why, if you are going to use this machine for printing, it is essential that you give proper attention to your documents. For example, you need to pay attention to the types of paper, especially those in which you are going to use them, so that there is a possibility of getting right information from them.The computer is also another important thing to pay attention to. It is true that you cannot lose all the information on the computer because of accidents, and it is also true that the computers could be damaged, but, in order to save the information, you need to be careful. For example, if you want to print some documents, then you need to make sure that they are scanned, because it is true that a computer will not be able to scan them. Also, if you want to save your files, then you need to have some type of document that can provide you with an electronic file that you can save.

Company Law Essay †Cavendish University Law Lecturers Notes Free Essays

DEFINITION OF COMPANY: The Companies Act Cap 110 definition section states that â€Å"company† means a company formed and registered under the Act or an existing company. The companies Act does not sufficiently define what a company is but authors have developed a definition of a company. Professor David Bakibinga in his book company law in Uganda at page 2 defines a company as an artificial legal entity separate and distinct from its members or shareholders. We will write a custom essay sample on Company Law Essay – Cavendish University Law Lecturers Notes or any similar topic only for you Order Now This legal person is distinguishable from natural personality. Natural persons are born by natural people/persons and their lives end at death, artificial persons (corporations) are created by law and their existence is ended by the law. The possession of a legal personality implies that a company is capable of enjoying rights and being subject to duties, separately from its members. As an artificial legal person, a company is capable of the following;- * It has an existence separate from that of the members and as such;- * It has its own name by which it is recognised. It can own its own property ie assets like buildings, land, bank accounts. etc * It can sue or be sued in its own name. * Even if a member or all the members die, the company will still remain in existence, in other words it has perpetual succession. * It can borrow money in its own name and use its assets as security and it will be responsible for paying back such debts.. * It can employ its own employees, including its members or shareholders. i) This principle of legal persona lity was first distinctly articulated in the British House of Lords Judgment in the case of Salomon Vs. Salmon Company Limited (1897) AC 22 At the court of first instance and appeal court, it was held That therefore the company was a legal entity capable of a separate existence and liable to pay its own debts, and Salomon was not personally liable to pay the debts of the company. ii) That a company is at law a different person altogether from the subscribers although it may be that after incorporation, the business is exactly the same as was before, the same persons are the managers, and the same hands receive the profits. TYPES OF COMPANIES. Under the Companies Act, provision is made for two major types of registered Companies, which can be lawfully formed in Uganda. Principally these can be further divided into 2 broad categories. 1. Private company. 2. Public company. PRIVATE COMPANIES The Companies Act defines a private company as * A Company, which by its articles restricts the rights to transfer shares of the company. * Secondly, it limits the number of its members to 50 including past and present employees of the company who are shareholders. Thirdly, a private company prohibits any invitations to the public to subscribe for any shares or debentures of the company (investments in the company). * Here the required minimum number of members is 2 people. This position was laid down in the case of LUTAYA Vs. GANDESHA (1987) HCB 49 in which a man and his wife formed a private company and of the 1500 shares of the company, the wife held only 2 shares. This position was also stated in the case of Salom on Vs. Salomon Co (1897) AC 22. The second person needed may not be an independent person. He could be the nominee of the first person. Where a private Company does not comply with these requirements, it loses exemptions and privileges conferred on a private company. This failure can only be remedied upon showing court that it was caused by accident or inadvertence or some other sufficient cause. Under the Companies Act, Companies in Uganda can also be further divided into: * Limited by shares * Limited by guarantee * Unlimited companies (a) A company limited by shares. This is a company where the members enjoy limited liability. This means that in case of winding up of the company if the company’s assets are unable to meet the company’s debts, then the members will only be liable to contribute to the debts of the company only such amounts as a member may not have paid for the shares they bought. i,e. , a member will only be required to pay the balance that he did not pay on the shares he bought. Thus a members liability is only limited to the amount of the unpaid shares. a) A Company limited by guarantee This is one where the liability of its members is limited to such amount as the members may have undertaken to contribute to the company’s assets in the event of its winding up. This guarantee must be expressed in the memorandum of association. i. e. there must be an express statement/undertaking by the subscribers / members that the members guarantee that they will pay a specified amount of money if in the event of winding up of the company, if the company’s assets are not sufficient to meet its debts. b) An unlimited company This is a company in which there is no limit on the liability of the members. This means that in the event of winding up, the members are liable to contribute money sufficient to cover all the company’s debts without any limitations, if the company for example has debts of millions and millions of shillings, the members have to be responsible to pay all the debts and the members personal estate/property can be encroached upon to discharge the liabilities of the company. PUBLIC COMPANIES The minimum required number for public companies is 7 and it goes up to infinity in other words there is no limit as to the maximum number of members a public company can have. A public company should be a limited liability company. Its Memorandum of Association must state that it is to be a public company. Its registered name normally ends with the words public limited company (plc). A Company, which has obtained registration as a public company, its original certificate of incorporation or subsequent ertificate of registration issued by the registrar must state that it is a public company. Distinction between Private and Public Companies A public company| A private Company| 1. Minimum of 7 members. For such company to do business there must be a minimum of at least 7 members. Where the company continues to do business when the number of members has fallen below the legal minimum, then this is a ground for the winding up of the company. (Winding up is the process of putting the comp any’s existence to an end. ) 2. No maximum limit of members. 3. There must be a minimum of two directors 4. Cannot commence business until and unless it obtains a certificate of trading/certificate of commencement of business, in addition to a certificate of incorporation. 5. Must hold a statutory meeting between l 3 months from the date of commencement of business. Directors are required under the law to send a statutory report to every member within 14 days to the date of the meeting. Such report must also be sent the registrar of companies. 1. Minimum of two members For such company to do business there must be a minimum of at least 2 members. Where the company continues to do business when the number of members has fallen below the legal minimum, then this is a ground for the- winding up of the company. 2. The maximum number of members is 50 3. Only one director can suffice 4. Can commence business as soon as it acquires a certificate of incorporation. 5. No statutory meeting is required of such companies. | H OLDING AND SUBSIDIARY COMPANIES. A subsidiary company is one that is controlled by another company called a holding company or its parent (or the parent company). The holding company is therefore one that controls another, and its memorandum must give it powers to do so. The most common way that control of a subsidiary is achieved, is through the ownership of majority shares in the subsidiary by the parent Examples include holding companies such as MTN (Uganda) is a subsidiary of MTN (South Africa), Stanbic Bank Uganda is a subsidiary of Standard Bank (South Africa FORMATION/ REGISTRATION PROCESS. A company is formed by registering it with the Registrar of Companies and obtaining a certificate of incorporation. The registration process goes through the following steps;- 1. RESERVATION OF THE COMPANY NAME. The promoters must choose a name of their choice and then make an application to the registrar of companies to reserve the name for their company. The name should not be identical with that of an existing company or so nearly resemble it as to be calculated to deceive, it should not also Contains the words â€Å"chamber of commerce† except where the nature of the company’s business so justifies it and lastly it should not suggests patronage (a connection) from government or be associated with immorality, crime or scandalous in nature. If the registrar is satisfied that the name meets the above requirements, he will approve and reserve the name, the company must then register within 60 days. Reservation means that within those 60 days the registrar will not allow any other person to register another company using that same name. To guard against the possibility of a negative reply from the Registrar, promoters must have in mind one or more suitable alternatives. Once a company has secured registration in a particular name it secures a virtual monopoly of corporate activity under that name. In case the Registrar inadvertently approves a name which by law is not adequate, then the new company may change its name within 6 months. A company may change its name by special resolution and with the written approval of the Registrar. ‘Where the Registrar refuses to register a name without good reason, an application for an order of mandamus to compel the registrar to perform his duty and register the company can be filed in the High Court. 2. PRESENTATION OF THE REQUIRED DOCUMENTS BEFORE THE REGISTRAR FOR REGISTRATION. Within 60 days after the reservation of the name, the promoters will then present the following documents to the registrar to have their company registered. * Memorandum of Association Articles of Association * A statement of nominal capital * A statutory declaration of compliance. * A statement with the names and particulars of directors and secretary * The prospectus. * The Memorandum of Association of the company. The memorandum of association is the most important of all the company documents because it contains the powers of the company, it describes the company and the nature of activitie s that the company is authorized to do or engage in. * Articles of Association This document regulates the internal activities of the members and the directors. It contains information on, management, who will be the directors of the company, who will be the managing director, secretary, appointment of the board of directors, qualifications of directors, the chairman of the board, meetings (how meetings of the company should be called and conducted), the classes and rights of shareholders, transfer of shares , borrowing powers of the company, its properties, control of the company finance, dividends/profits and how they should be distributed auditing of books, the company seal and how it should be used etc * Declaration of compliance This is a statement declaring that all the necessary requirements of the Companies Act with regard to the formation of the company have been duly complied with and that the directors agree to continue complying with them. * A statement of nominal capital This is a statement which shows the capital with which the company is starting with. ie the initial capital of the company. * List of names and particulars of Directors and Company Secretary This document contains the details of the names, age, addresses, occupations of the directors and company secretary of the company. It should also contain an undertaking by the directors to take and pay for the qualification shares if any that such persons may be required to acquire. * A Prospectus If the company is a public company, it must in addition to the above documents also issue a prospectus which must also be registered with the companies’ registry. It is a document setting forth the nature and objects of a company and inviting the public to subscribe for shares in the company. It sets out the number of the founders/management, the share qualification of directors, names, description and addresses of directors, the shares offered to the public for subscription, property acquired by the company, the auditors, etc. The purpose of the prospectus is to provide the essential information about the position of a company when it is launched so that those interested in investing in it can properly assess the risk of investment. 3. PAYMENT OF STAMP DUTY AND REGISTRATION FEES. The registrar will then assess how much duty is to be paid on registration of that company; it is sassed basing on the capital that the company is starting with, the more the capital the greater the stamp duty. Registration fees are also paid. 4. ISSUANCE OF A CERTIFICATE OF INCORPORATION. After all these requirements, a certificate of registration is issued if the Registrar is satisfied. THE MEMORANDUM ARTICLES OF ASSOCIATION OF A COMPANY. The memorandum of Association The Memorandum of Association of a company, which is required to be registered for purposes of incorporation, is regarded as the company’s most important document in the sense that it determines the powers of the company. Consequently, a company may only engage in activities and exercise powers, which have been conferred upon it expressly by the memorandum or by implication there from. Contents of the Memorandum The Memorandum of Association of a company limited by shares must state the following:- 1. The name of the company with â€Å"Limited† as the last word. 2. The registered office of the company is situated in Uganda. 3. The objects of the company. 4. A statement as to the liability of the members. 5. A statement to the nature of the company (Whether private or public). 6. The amount of share capital and division thereof into shares of a fixed amount. In addition, the memorandum must state the names, address and descriptions of the subscribers thereof who must be at least two for a private company and seven for a public company. 1. The name. The name of the company should be indicated and if it is a limited company, it should have the word limited at the end eg Stanbic Bank Uganda Ltd. 2. Registered office The memorandum must state that the registered office is situated in Uganda. However, the actual address must be communicated to the Registrar of Companies within 14 days of the date of incorporation or from the date it commences business by registration of a company form called Notice of situation of registered office of the company, this form will indicate the exact location of the company eg plot 8 industrial area Kampala. . The objects clause This sets out the principle activities the company has been incorporated to pursue. For example; trading in general merchandise, carrying on business of wholesalers and retail traders of all airtime cards, mobile phones and all phone accessories, carrying on the business of mobile money agents etc. The objects must be lawful and should include all the activities which the compa ny is likely to pursue. The objects or powers of the company as laid down in the memorandum or implied there from determine what the company can do. Consequently, any activities not expressly or impliedly authorized by the memorandum are â€Å"ultra vires† the company. The ultra vires doctrine restricts an incorporated company under the Companies Act to the purse only the objects outlined in its registered Memorandum of Association. The doctrine of ultra vires is illustrated in the case of ASHBURY RAILWAY CARRIAGE CO. LTD VS. RICH (1875). A company which was not authorized by its memorandum of association to lend money or finance any activity made an agreement with the defendant to provide him with finance for the construction of a railway in Beligium, later on the company repudiated this agreement and did not actually provide the finances, the defendant sued the company for breach of contract, the company in its defense argued that financing railway construction was not one of the activities it was authorized to do, it was held that indeed such an act was beyond the powers of the company and such an ultra vires contract was void and un enforceable. To evade this restrictive interpretation of the objects clause, draftsmen inserted words as â€Å"and to do all such other acts and things as the company deems incidental or conducive to the attainment of these objects or any of them. In BELL HOUSES LTD -VS-CITY WALL PROPERTIES LTD (1966) 2 QB 656, a company was formed to carry on the business of General Civil Engineering contracts and in particular to build houses. It had power to carry on any other trade and to do any other things that incidental to the above company’s objects. The Court held that the company could lawfully contract for a fee to procure loans to other concerns, from or business whatsoever which it can in the opinion of the board of directors be advantageously carried out sources of finance which it had resorted to in the past. It further held that cementing good relations with the financiers would be valuable when the company needed finances for its activities. The Memorandum of Association spells out the main objectives and powers of the company. However, certain powers may be implied in the Memorandum of Association. For example, in the case of FERGUSON V WILSON (1866) 2CH. A 277, a power to appoint agents and engage employees was implied in the Memorandum of Association. This is only sensible because a company as a fictitious person can only work through agents and employees; and therefore if such a power was not implied, then the company could not function at all. Similarly in GENERAL AUCTION ESTATES MONETARY CO. V. SMITH (1891) 3CH 432, the court implied powers of borrowing money and giving security for loans. Subsequent cases have also adopted this position. In NEWSTEAD (INSPECTION OF TAXES) V FROST (1978)1 WLR 441 AT PAGE 449, the court implied powers of entering into partnership or joint venture agreements for carrying the on the kind of business it may itself carry on i. e. intra vires. In PRESUMPTION PRICES PATENT CANDLE CO (1976), the court implied a power of paying gratuities to employees. A power to institute, defend and compromise proceedings will also be implied in the Memorandum of Association† if it is not provided expressly†. Courts at times imply powers because the particular nature of the company’s undertaking demands it. In EVANS, (1921) I CII. 359. The court observed that a company formed to manufacture chemicals had powers to make grants to Universities and other scientific institutions to facilitate scientific research and training scientists although it may not obtain any immediate financial benefit from the venture. Therefore before the court implies powers it seems: * There must be some reasonable connection between the company’s objects and the power it seeks to exercise. It is not sufficient for it to merely show that it will benefit in some way by exercising that power. It is important to show that the company will in fact benefit in some way even though remote in the exercise of the power (see Evans, (above). However, though the Court may imply these powers in the Memorandum of Association, its better practice to expressly state them. This is only sensible because:- * The company often needs powers which the courts have not ruled that they can be implied and therefore the company can only obtain them by express provisions in the Memorandum of Association, (e. g. the power to buy a share from another company though recognized under the Act has not yet been implied). To avoid uncertainties or expenses of litigation, it is safer to insert them expressly in the memorandum of association. 4. The liability of members The memorandum of a company limited by shares or by guarantee should indicate that the liability of members is limited. With respect to a company limited shares, the liability of a member is the amount, if any, unpaid on his shares. With regard to the liability of a member of a company limited by guarantee, this is limited to the amount he undertook to contribute to the assets of the company in the event of winding up. A company may also be registered with unlimited liability. In such a situation, the members liability is unlimited and in cases the company does not have sufficient credit to pay its creditors, then the shareholders personal property may be encroached on to pay the company’s debts.. 5. Share capital (clause) The memorandum requires that a company having a share capital must state the amount of share capital with which the company is to be registered and that such capital is divisible into shares of a fixed amount. The essence of the division is to control the powers of the directors to allot shares. The law does not prescribe the value but they are usually small amounts to encourage people to hold as many shares as possible. The amount of capital with which a company is to be registered and the amount into which it is to be divided are matters to be decided upon by the promoters and will be determined by the needs of the company and finance available. For example if a company has its initial share capital/ startup capital of 5,000,000 it can divide this into 100 shares of 50,000 each. So of s member subscribes for 50 shares, he will contribute 2,500,000/= . ARTICLES OF ASSOCIATION The Articles of Association contains regulations for managing the internal affairs of the company i. e. the business of the company. They are applied and interpreted subject to the memorandum of association in that they cannot confer wider powers on the company than those stipulated in the memorandum. Thus, where there is a conflict or divergence between the memorandum and articles, the provisions of the memorandum must prevail. anagement, who will be the directors of the company, who will be, appointment of the board of directors, qualifications of directors, the, the classes and rights of shareholders, transfer of shares , , auditing of books, Contents of the Articles * The board of directors (management) and how they will be appointed, their qualifications, how they can resign or be removed from office. * The chairman of the board. * The managing director and how he will be appointed. * Secretary and his appointment. eetings (how meetings of the company should be called and conducted and the required quorum/ number of members that must be present to conduct a valid meeting of the company) and the different types of meeting that the company may hold from time to time voting rights of the members, the right to receive notice and to attend and vote etc. * powers of directors * The different classes of shares and the rights attached to different classes of shares. * Borrowing powers of the company. its properties, control of the company finance, its bankers, dividends/profits and how they should be distributed * appointment of auditors * the company seal and how it should be used etc The Articles must be printed in the English language, divided into paragraphs, numbered consecutively, signed by each subscriber to the memorandum in the presence of at least one witness who must attest the signature. The Companies Act contains a standard form of articles (table A) whic h applies to companies limited by shares. These regulate the company unless it has its own special articles which totally or partially exclude table A. The advantages of statutory model articles are: * That legal drafting of special articles is reduced to a minimum since even special articles usually incorporate much of the text of the model. * There is flexibility since any company can adopt the model selectively or with modifications and include in its articles special articles adapted to its needs. INTERPRETATION OF ARTICLES AND MEMORANDUM OF ASSOCIATION The Memorandum of Association is the basic law or constitution of the company and the articles are subordinate to the Memorandum of Association. It follows therefore that if there is a conflict, the Memorandum of Association prevails. In other words if there is a contradiction between the provisions of the memorandum and the provisions of the articles of association, then the provisions of the memorandum will be followed and those provisions in the articles which are contradicting the memorandum will be void and of no effect. If there is no conflict, the Memorandum of Association and articles must be read together and any ambiguity or uncertainty in either can be removed by the other CONSEQUENCES OF INCORPORATION The fundamental attribute of corporate personality from which all other consequences flow is that â€Å"the corporation is a legal entity distinct from its members†. Hence it’s capable of enjoying rights and being subject to duties which are not the same as those enjoyed or borne by its members. In other words it has a legal personality and it is often described as an artificial person in contrast with a human being-a natural person. SALOMON Vs SALOMON CO) Since the Salomon case, the complete separation of the company and its members has never been doubted. It is from this fundamental attribute of separate personality that most of the particular advantages of incorporation spring and these are: 1. LIABILITY: The company being a distinct legal â€Å"persona† is liable for its debts and obligations and the members or directors cannot be held personally responsible for the company’s debts. It follows that the company’s creditors can only sue the company and not the shareholders. In in the case of Salomon V Salomon (1897), creditors of the company sought to have Solomon a managing director of the company personally liable for the debts of the company but court held that the company and Solomon were two different persons and that the company as a legal person is liable for its own debts and Solomon a managing director could not be held personally responsible for the debts of the company. In the Ugandan case of Sentamu v UCB (1983) HCB 59, it was held that individual members of the company are not liable for the company’s debts. The liability of the members or shareholders of the company is limited to the amount remaining unpaid on the shares. For instance, where a shareholder has been allotted 50 shares at Shs. 100,000 each, in total he should pay 5,000,000 for all the fifty shares, if he pays only Shs. 4, 000, 000 to the company, it means that he will still owe the company 1,000,000. This is what is called uncalled capital. The company may call on him to pay it any time. If that does not happen, then at the time of winding up the company, he will be required to pay the Shs. 1, 000, 000. In the case of a company limited by guarantee, each member is liable to contribute a specific amount to the assets of the company and their liability is limited to the amount they have guaranteed to contribute. If the company has unlimited liability, the members liability to contribute is unlimited and their personal property can be looked at to discharge the company creditors but that is only after utilizing the company’s money and it is not enough to pay all the debts. 2. PROPERTY: An incorporated company is able to own property separately from its members. Thus, the members cannot claim an interest or interfere with the company property for their personal gain/benefit. Thus, one of the advantages of incorporation (corporate personality) is that it enables the property of the company to be clearly, distinguished from that of the members. In the case of MACAURA Vs NORTH ASSURANCE CO. (1925) AC (see page 3 for facts). In that case Lord Buckmaster of the House in Lords held that no shareholder has a right to any item of the property of the company, even if he holds all the shares in the company. In the case of Hindu Dispensary Zanzibar v N. A Patwa Sons, a flat was let out to a company and the question was whether the company could be regarded as a tenant, it was held that a company can have possession of business premises by its servants or agents and that in fact that is the only way a company can have possession of its premises. 3. LEGAL PROCEEDINGS: As a legal person, a company can take action to enforce its legal rights or be sued for breach of its duties in the courts of law. If it the company being sued, then it should be sued in its registered name, if a wrong or incorrect name is used, the case will be dismissed from court for example in the case of Denis Njemanze V Shell B. P Port Harcourt, the plaintiff sued a company called Shell B. P Port Harcourt which was a non existing company, counsel for the defendant company objected that there was no such company and the suit should be dismissed, counsel for the plaintiff sought courts leave to amend and put the right part but court refused to grant the leave and dismissed the case. In the case of Wani V Uganda Timber, 1972 HCB the plaintiff applied for a warrant of arrest against a managing director of a company instead of suing the company, chief justice Kiwanoka held that a managing director of a company is not the company and cannot be sued personally, that if there is a case against the company then the company is the right party to be sued not its managing director. 5. PERPETUAL SUCCESSION: s. 15 of the companies Act provides that a company is a legal entity with perpetual sucession. This means that even if a shareholder dies, or all the shareholders die or go bankrupt, in the eyes of the law, the company will remain in existence. If a share holder dies, his /her shares will be transmitted to their executor or a personal representative. Also in case a shareholder no longer wants to be a shareholder in a company, he will simply transfer his shares to someone else and to company will continue to exist. The only way a company can come to an end is by winding up, striking it off the register of companies or through amalgamation and reconstruction as provided by the Companies Act. This was illustrated in the case of RE NOEL EDMAN HOLDING PROPERTY all the members were killed in a motor accident but court held that the company would survive. Thus, this perpetual succession gives the certainty required in the commercial world even when ownership of shares changes there is no effect on the performance of the company and no disruption in the company business. 5. TRANSFER OF SHARES: A share constitutes an item of property, which is freely transferable, except in the case of private companies. When shares are transferred, the person who transfers ceases to be a shareholder and the person to whom they are transferred becomes the shareholder. In private companies, there is a restriction on the transfer of shares for example one may not transfer his shares except to an existing member or shareholder, and not to an outsider. This is essential and is in any event desirable if such a company is to retain its character of an incorporated private company. 6. BORROWING: A company can borrow money and provide security in the form of a floating charge. A floating charge is a security created over the assets of the company. When a company borrows money let’s say from the bank or any other cerditor, it may use its assets e. g. cars, bank accounts and other assets as security, the security/ charge will then float over those assets, in case the company defaults on payment, the charge can settle on one or all of those assets and the bank/creditor of the company can sell those assets to recover their money. It is called a floating charge because it floats like a cloud over the whole assets of the company from time to time, it only settles/crystallizes if the company defaults on payment. So before the charge settles on the assets, the company is free to deal with those assets even to dispose them off in the usual course of business. 6. CAPACITY TO CONTRACT. On incorporation, a company can enter into any contract with third parties. In the case of Lee V Lee Air Farming Co. Ltd (1961) A. C 12, it was held that a company was it is incorporated it has capacity to employ servants, even the shareholders. THE ULTRA VIRES DOCTRINE. a) Meaning of ultra vires. The object clause of the memorandum of association of a company contains the object for which the company is formed. An act of a company must not be beyond the object clause otherwise it will be ultra vires. The expression ultra vires means beyond powers, therefore an act or transaction that is beyond the powers of the company as stated in the objects clause of the memorandum is an ultra vires act or transaction, such an act that is ultra vires is void and cannot be ratified by the company. Sometimes the term ultra vires is also used to describe a situation where the directors of a company have exceeded the powers delegated to them, where a company exceeds the powers conferred upon it by its memorandum of association, it is not bound by it because it lacks the capacity to incur responsibility for that action, but when the directors of a company exceed the powers delegated to them, the company in a general meeting may choose to ratify their act or omission. b) Distinction from illegality. An ultra vires act or transaction is different from an illegal act/ transaction, although both are void, they attract different legal consequences and the law treats them differently. An act of a company which is beyond its object clause is ultra vires and therefore void even if it is legal. Similarly an illegal act done by a company will be void even if it falls squarely within the objects of the company. c) Importance of the doctrine. The doctrine of ultra vires was developed to protect the investors and creditors of the company. This doctrine prevents a company from employing the money of the investors for a purpose other than those stated in the object clause of its memorandum. Thus the investors of the company are assured that their money will not be employed for activities which they did not have in contemplation at the time they invested their money into the company. This doctrine also protects the creditors of the company by ensuring that the funds of the company to which they must look to for payment are not dissipated in unauthorized activities. ) Establishment of the doctrine. The doctrine was established firmly in 1875 by the House of Lords in the case of ASHBURY RAILWAY CARRIAGE CO. LTD VS. RICHE (1875). A company which was not authorized by its memorandum of association to lend money or finance any activity made an agreement with the defendant to provide him with finance for the construction of a railway in Beligium, the directors made this ultra vires contract on behalf the company but subsequent ly the company ratified this contract in a meeting. ater on the company repudiated this agreement and did not actually provide the finances, the defendant sued the company for breach of contract, the company in its defense argued that financing railway construction was not one of the activities it was authorized to do. It was held that indeed such an act was beyond the powers of the company and such an ultra vires contract was void and could not be enforced against the company. Court also held that an ultra vires contract cannot even be ratified by the company and that the subsequent act of the company purporting to ratify this contract in a meeting was void, court emphasized that an ultra vires contract is void and cannot even be ratified by a unanimous decision of all the members of a company. In that case, the HOL expressed the view that a company incorporated under the Companies Act had power to do only those things which are authorized by its object clause and nything outside that is ultra vires and cannot be ratified by the company. Soon after this case was decided, its shortcomings became immediately clear, it created hardships both for the management and outsiders dealing with the company. The activities of the management of the company were subjected to strict restrictions, at every step of transacting the business of the company; management was required to ascertain whether the acts which were sought to be done were covered by the object clause of its memorandum of association. The business men thought this unduly restricted the frequency and ease of business, if the act was not covered by the memorandum, it would mean having to alter the object clause to add that activity and alteration of the memorandum required a lengthy procedure. Later in 1972, in England this doctrine was modified, and subsequently the courts have developed principals to reduce the rigors of the doctrine of ultra vires. They include the following. 1. Powers implied by statute. According to this principal, a company has powers to do an act or exercise a power which has been conferred on it by the companies Act or any other Act of Parliament even if such act is not covered by the object clause in the memorandum of association. 2. The principal of implied and incidental powers. This principal was established in the case of ATTORNEY GENERAL V GREAT EASTERN RAILWAY CO (1880) 5 AC 473, in this case the HOL affirmed the principal laid down in the earlier case of ASHBURY RAILWAY CARRIAGE CO. LTD VS. RICHE (1875) but made a slight departure and held that the doctrine of ultra vires ought to be reasonably and not unreasonably understood and applied. Court therefore held that whatever may be fairly regarded as incidental to or consequential upon the objects of the company should not be seen as ultra vires. That case therefore led to a clear conclusion that that a company incorporated under the companies act has power to carry out the objects set out in its memorandum and also everything that is reasonably necessary to enable it carry out those objects. ) Ascertainment of the ultravires doctrine. An act is therefore intra vires (within the powers) the company if; * It is stated in the object clause of the memorandum of association of that company. * It is authorized by the Companies Act or by any other Act of parliament. * If it is incidental to the main objects of the company or reasonably necessary to enable it carry out those objects. In the case of ATTORNEY GENERAL V. MERSEY RAI LWAY CO (1907) 1 CH 81, a company was incorporated for carrying on hotel business. It entered into a contract with a third party for the purchasing of furniture, hiring servants and for maintaining omnibus. The purpose or object of the company was only to carry on a hotel business and it was not expressly mentioned in the objects clause in the memorandum of the company that they could purchase furniture or hire servants. The contract was challenged on the ground that this act of the directors was ultra vires. The issue before court was whether the transaction was ultra vires. Court held that a company incorporated for carrying on a hotel business can purchase furniture or hire servants and maintain an omnibus to attend at the railway station to take or receive the intending guests to the hotel because these objects are reasonably necessary to effectuate the purpose for which the company has been incorporated, and consequently such acts are within the powers of the company, although these may not be expressly mentioned in the objects clause of the memorandum of association of that company. However not every act that is beneficial to the company is intra vires , it is not enough that the act is beneficial to the company , the act must be reasonably necessary for the company to carry out the activities mentioned in the memorandum. f) Effect of ultra vires transactions. * Ultra vires contracts. These are void and cannot be enforced by or against the company. In the Case of RE JON BEAUFORE (LONDON) LTD (1953) CH 131, it was held that ultra vires contracts made with the company cannot be enforced against a company. Court also held that the memorandum of association is constructive notice to the public and therefore if an act is ultra vires, it will be void and will not be binding on the company and the outsider dealing with the company cannot take a plea that he had no knowledge of the contents of the memorandum because he is deemed to know them. In England, the European Communities Act 1972 has lessened the effect of application of the Ultra vires doctrine in this manner. In England, third parties dealing with the company in good faith are protected and can enforce an ultra vires contract against the company if the third party acted in good faith and the ultra vires contract has been decided by the directors of the company. However in Uganda, the ultra vires doctrine has not been modified by statute or case law and there is therefore no legal provision where third parties dealing with the company in good faith are protected and can enforce an ultra vires contract against the company if the third party acted in good faith Thus in Uganda the doctrine of ultra vires is applied strictly with the effect that where the contract entered into by the third party is found to be ultra vires the company, it will be held void and cannot be ratified by the company and the company cannot enforce it against the third party and neither can a third party enforce it against the company. * Ultra vires borrowing. In Uganda a borrowing that is ultra vires is void and cannot be ratified by the company and the lender is not entitled to sue the company for the return of the loan. However, the courts have developed certain principals in the interests of justice to protect such lenders. The reliefs include; * Injunction. If the money lent to the company has not been spent, the lender can apply to court for an injunction to prevent the company from spending the money. * Tracing. The lender can recover his money as long as it can still be found in the hands of the company in its original form. * Property acquired under ultra vires transactions. Where the funds of the company are applied in purchasing some property, the company’s right over that property will be protected even though the expenditure on such purchasing has been ultra vires. * Judgments from ultra vires transactions. Because the law considers ultra vires acts void by their very nature, the company and third parties cannot even with consent attempt to validate an ultra vires act. In RE JON BEAUFORE (LONDON) supra, builders of a factory for purposes which were apparently ultra vires demanded for their money and by consent it was ordered that the company should pay, on winding up, the liquidator refused to pay that debt that was arising out of an ultra vires transaction, the court held that the liquidator was well entitled to reject the claim as a company cannot do what is beyond its legal powers by simply going into court and consenting. LIABILITY OF DIRECTORS ON ULTRA VIRES TRANSACTIONS . 1. Liability towards the company. It is the duty of the directors to ensure that the funds of the company are used only for legitimate purposes of the company. Consequently if the funds of the company are used for a purpose foreign to its memorandum, the directors may be held personally liable to restore to the company the funds used for such purpose. Thus a share holder can sue the directors to restore to the company funds which they employed in transactions which the compa ny is not authorized to engage in. 2. Liability towards third parties. The directors of a company are treated as agents of the company and therefore have a duty not to go beyond the powers that the company gives them. Where the director represents to a third party that the contract entered into by them on behalf of the company is within the powers of the company while in reality the company does not have such powers under its memorandum, the directors may be held personally liable to the third party for the loss on account of breach of warranty of authority. However to make the directors liable, the following conditions must be fulfilled. i) There must be a representation of authority by the directors. It should be a representation of fact not law. ii) By such representation, the directors must have induced the third party to make a contract with the company in respect of a matter beyond the powers of the company. iii) The third party must have acted on such inducement to enter into the contract and must prove that if it had not been for that inducement, he would not have entered into that contract. iv) That as a result, the third party suffered loss. EXCEPTIONS TO THE ULTRA VIRES DOCTRINE. 1. Property acquired /investments made by the company using money from ultra vires transactions. 2. Activities which are not expressed by the memorandum but are implied by law. 3. Activities which are not expressed by the memorandum but are incidental or related to or reasonably necessary for the company to carry out its express objects. 4. Ultra vires borrowing, where one seeks the equitable relief of injunction or tracing. LIFTING THE VEIL OF INCORPORATION A company once incorporated becomes a legal personality separate and distinct from its members and shareholders and capable of having its own rights, duties and obligation and can sue or be sued in its own name. This is commonly referred to as â€Å"the doctrine or principle of corporate personality†. No case illustrated the above principles better than the noted House of Lords decision in Salomon v. Salomon. However, in some circumstances, the courts have intervened to disregard or ignore the doctrine of corporate personality especially in dealing with group companies and subsidiaries and where the corporate form is being used as a vehicle to perpetrate fraud or as a â€Å"mere facade concealing the true facts. † Upholding the abiove principal in such cases would result into and perpetuate injustice. In this topic, we will examine the concept of lifting the veil and the circumstances where the court may â€Å"pierce† or â€Å"lift† the veil of incorporation. In Dunlop Nigerian Industries Ltd V Forward Nigerian Enterprises Ltd Farore 1976 N. CL. R 243, the HC of Lagos stated that in particular circumstances, e. where the device of incorporation is used for some illegal or improper purpose, the court may disregard the principle that a company is an independent legal entity and lift the veil of corporate identity so that if it is proved that a person used a company he controls as a cloak for an improper transaction, he may be made personally liable to a third party. The legal technique of lifting the veil is recognized under 2 heads: 1. Statutory lifting of the veil 2. Case law lifting of the veil Statutory lifting of the veil 1. Where the number of members is below legal minimum. Under S. 33 of the Companies Act if a company carries on business for more than 6 months after its membership has fallen below the statutory minimum, (2 for private companies and 7 for public companies), every member during he time the business is carried on after the 6 months and who knows that the company is carrying on business with less than the required minimum membership is individually liable for the company’s debts incurred during that time. In such a case therefore the corporate veil is lifted in order to hold those members personally liable for the company’s debts incurred during that time. 2. Where the- company is not mentioned in the Bill of Ex change. S. 34 of the Companies Act provides that a bill of exchange shall be deemed to have been signed on behalf of a company if made in the name of the company, by or on behalf of the company or on account of the company by any person acting under the company’s authority. S. 09 (4) (b) prohibits any officer of the company from signing or authorizing to be signed a bill of exchange on behalf of the company in which the company’s name is not mentioned in legible characters/ clear letters. Any officer who does this is personally liable on that bill of exchange for the money or goods for that amount unless it is duly paid by the company. Therefore in such case the corporate veil is lifted in order to hold that officer of the company personally liable. 3. Holding and subsidiary companies. Where companies are in a relationship of holding and subsidiary companies, group accounts are usually presented by the holding company in a general meeting. In this regard, the holding and subsidiary companies are regarded as one for accounting purposes and the separate nature of the subsidiary company is ignored. S. 147 of the Companies Act requires each company to keep proper books of accounts with respect to * Money received by the company and from what source. * Money spent and what it was spent on. * All sales and purchases of goods made by the company. * The assets and liabilities of the company. These accounts are meant to give a true and fair view of the state of the company’s affairs and to explain its transactions. Directors of the company are required at least once a year to lay before the company in a general meeting a profit and loss account (or income expenditure account for non profit making companies) plus a balance sheet. Where at the end of each year a company has subsidiaries, then as that parent company presents its accounts, it should also present a group account dealing with the affairs of that parent company and its subsidiaries, the group account consists of a consolidated balance sheet and a consolidated profit and loss account of both the subsidiary and the parent company. 4. Reckless and Fraudulent Trading: Under sect 327, it is provided that if in the course of winding up, it appears that any business has been conducted recklessly or fraudulently, those responsible for such business may be held liable without limitation of liability for any of the company’s debts or liabilities. 5. Taxation Under the income tax Act, the veil of incorporation may be lifted to ascertain where the control and management of the company is exercised in order to determine whether it is a Ugandan company for income tax purposes. 6. Investigation into related companies Where an inspector has been appointed by the Registrar to investigate the affairs of a company, he may if he thinks it fit also investigate into the affairs of any other related company and also report on the affairs of that other company so long as he feels that the results of his investigation of such related company are relevant to the main investigation. Lifting the Veil under case law . Where the company acts as agent of the share holders. Where the shareholders of the company use the company as an agent, they will be liable for the debts of the company. Agency is a relationship which exists whenever one person authorizes another to act on his or her behalf. The person acting is called the agent, and the one he is acting for is called the principal. Where such a relationship exists, the acts of the agent are taken to be the acts of the principal. Therefore in an agency relationship, the acts of the agent are taken to be the acts of the principal. In case of liability it is the principal who is held liable and not the agent. This is because of the dictum that he who acts through another acts for himself. Thus where share holders employ or use the company as an agent, then those shareholders will be personally liable for the acts of the company as principals behind the agent. 2. Where there has been fraud or improper conduct. The veil of incorporation may also be lifted where the corporate personality is used as a mask for fraud or illegality. In Gilford Motor Co V. Horne [1933] Ch. 935 Home was the former employee of Gilford Motor Co. He agreed not to solicit its customers when he left employment. He then formed a company which solicited the customers. Both the company and Home were held liable for breach of the covenant not to solicit. The company that Home formed was described as a â€Å"mere cloak or sham for the purpose of enabling him to commit a breach of the covenant†. In Jones V Lipman [1962]1 W. L. R 832 Lipman in order to avoid the completion of a sale of his house to Jones formed a company and transferred the house to the company. Court ordered him and the company to complete payment, even though the ownership of the house was no longer in his names but in that of the formed company. The company was described as a creature of Lipman, a device and a sham, a mask which he held before his face in an attempt to avoid recognition by the eyes of equity. In Re Williams Bros Ltd. (1932) 2ch. 1, a company was insolvent but the Directors continued to carry on its business and purchased its goods on credit. It was held that if a company continues to carry out business and to incur debts at a time when there is to the knowledge of the directors no reasonable prospects of the creditors ever receiving payments o f these debts, it is in general a proper inference that the company is carrying on business with intent to defraud. R V Graham (1984) QB. 675 makes it clear that a person is guilty of fraudulent trading if he has no reason to believe that the company will be able to pay is creditors in full by the dates when the respective debts become due or within a short time thereafter. 3. Public interest/policy Sometimes, courts have disregarded the separate legal personality of the company and investigated the personal qualities of its shareholders or the persons in control because there was an overriding public interest to be served by doing so. In Daimler Co Ltd Vs Continental Tyre And Rubber Co (1916) A. C 307, a Company incorporated in England whose shares except one were held by German nationals resident in Germany brought an action during the First World War. All its directors were also German nationals resident in Germany, which was an enemy country at the time. The Court disregarded the fact that the company had a British nationality by incorporation in England and rather concentrated on the control of the company’s business and where its assets lay, in determining the company’s status. 4. In determining residence of a company for tax purposes. The court may look behind the veil of the company and its place of registration so as to determine its residence. The test for determining residence is normally the place of its central management and control. Usually, this is the place where the board of directors operate. But it can also be the place of business of the M. D where he holds a controlling interest. MANAGEMENT OF A COMPANY The control and management of a company is distributed among its principal officers and these include the auditors, accountants, Board of Directors, Managing director (if any) and any other officers of a company. There are basically two organs responsible for the management of a company. These are: – 1. The Shareholders through company meetings and 2. The Board of Directors. The shareholders and Company Meetings The shareholders have an opportunity of influencing the company’s management through the company’s meetings. There are 4 types of meetings through which the shareholders can participate in the affairs of a company. 1. Statutory Meetings: These are provided for under S130 of the Companies Act which requires every public ltd company to hold such type of meeting within 30 days from the date of commencement of business. The meeting is held once in the company’s life and never again. The meeting is a must hold for all public companies, private companies are not required to hold this meeting. 2. Annual General Meeting (S. 131). Unlike the Statutory Meeting, an AGM is required of all types of companies. It must be convened by notice of not less than 21 days. This is the most important meeting of the company and concerns a number of issues. Although the companies Act does not exactly indicate the nature of the business transacted at such a meeting, the business invariably includes appointment of auditors, fixing their remuneration, declaration of dividends, consideration of the company’s profit and loss accounts and the balance sheet, consideration of the reports of the directors, auditors and election of new directors or auditors if need arises. The purpose of the annual general meeting is important for the protection of the members because it is the one occasion when they can be sure of having an opportunity of meeting the directors and questioning them on the profit and loss accounts, on their report and on the company’s position and prospects. It is at this meeting that normally a proposition of the directors will retire, come up for re-election:- and it is at this meeting that the members can exercise their only real power over the board i. e. the power of dismissal by voting them out. Most of these things could of course be done at the extraordinary meeting but the members who want to raise these matters may not be able to insist upon the convening of such meeting, the annual general meeting is valuable to them because the directors must hold it whether they like it or not. If the company fails to convene such a meeting, there are two consequences that occur:- i. The registrar may himself convene that meeting or order that the meeting be convened and in extreme cases he may further order that any one shareholder present in person or by proxy be deemed to constitute the meeting. ii. Every director who is in default of convening that meeting as well as the company itself are liable to a default fine not exceeding shs 200/= and every officer of the company who is in default is liable to a default fine of shs. 40/= (1981) HCB 60). Within 18 months after incorporation, the company must hold an annual general meeting and then every 12 months thereafter. 3. Extra-Ordinary General Meeting (S 132): This is usually convened by the directors at their discretion ( art 49 table A) to deal with urgent matters which cannot wait till the next annual general meeting. However the directors must hold such meeting irrespective of any contrary provision in the articles if holders of at least 10% of the company’s paid up capital or 10% of the members carrying voting rights ask/ requisition for it. They must state the reason why they want such a meeting. If the directors do not convene the meeting within 21 days of the requisition, then the requisitionists may themselves convene the meeting and recover expenses from the company which may in turn recover the same from the defaulting directors. 4. General meeting convened under court orders (S. 135). It provides that if for any reason it is impracticable to call a meeting of the company in any manner in which meetings of the company may be called, the court may on application of any director or member of the company who would be entitled to attend and vote at the meeting order a meeting of the company to be called, held and conducted in any manner that the court thinks fit, and court may for that matter direct that only one person present at the meeting shall constitute quorum. PROCEDURE, ATTENDANCE AND QUORUM (17. 3. 05) 1. NOTICE OF MEETINGS. s. 133 provides that any meeting of a company must be called by a notice of a period not shorter than 21 days and any provision in that articles providing for a shorter notice is void and of no effect. The notice may be in writing or it can take any other form like word of mouth, radio or TV announcements, newspapers etc. it must state the exact date time and place where the meeting will take place and what is intended to be discussed at t hat meeting, if the notice does not indicate the above then it is not a proper notice and if any shareholder is absent from the meeting because his notice had not fully disclosed the agenda, he can seek a court order to declare such a meeting null and void.. However a meeting may be called by a shorter notice than 21 days if all the members entitled to attend and vote at the meeting agree to such a shorter notice. 2. QUORUM. This relates to the minimum number of members that must be present at a meeting of the company for it to be a valid meeting. The company’s articles will normally provide for the required quorum but where they are silent on this, s. 134 (c) of the Act provides for the requisite quorum as 2 members present in case of a private company and in any other case three members personally present. Quorum need not be maintained throughout the meeting though at the beginning it must be there. 3. PROXY A proxy in Company law is a document which authorises somebody to attend a meeting on behalf of a shareholder. S. 136 provides that any member of a company entitled to attend and vote at a meeting of the company is entitled to appoint another person to attend and vote instead of him of her and any notice calling for a meeting should indicate that that person is entitled to attend by proxy. 4. VOTING. S. 134 provides that every member shall have one vote in respect of each share he has and in case of a company having a share capital and in other cases every member shall have 1 vote. Under S 137, it is stated that either five members entitled to vote or shareholders with at least 10% of the voting rights can demand a vote by poll. OFFICERS AND MEMBERS OF THE COMPANY 1. Board of Directors There is no definition of a director whether in the Act or by case law. Nevertheless, S2 of the Act states that a director includes any person occupying the position of a director by whatever name called. In most private companies directors are usually share holders and in public companies , there is a requirement that directors must take up qualification shares, which is not the case in private companies unless the articles provide for it. According to S 177, a public company must have at least 2 directors. It’s an offence to have one director. Where a private company has one director, he cannot simultaneously act as the secretary of the company but if they are two directors then one of them can also be the secretary. Under the act, a director is defined as â€Å"any person occupying the position of a director by whatever name called† this definition includes a â€Å"de jure director How to cite Company Law Essay – Cavendish University Law Lecturers Notes, Essay examples