UNIT 2: COMPANY LAW: COMPANY FORMATION AND MANAGEMENT

1.   Legal person: the company that has full rights and responsibilities to engage in social and economic activities according to the law.

Ex: - Limited liability company

- Joint-stock company

- Partnerships 

2.   Personal liability: legal obligation of individual 

3.   Ultra vires (vai-ri.s) acts: beyond the legal power of the company that is mentioned in articles of association. 

4.   Lifting(piercing) the corporate veil (dở bỏ bức màn che): the idea that a company’s managers or shareholders are not legally responsible for the action of the company. 

5.   Certificate of incorporation (giấy chấp nhận thành lập): an official document that proves that a company has been legally created and officially exists. 

6.   Statutory law: luật thành văn

7.   Memorandum of association (Bản ghi nhớ của hiệp hội): a document needed to officially form a new company, which gives details of its name, activities, manager, share capital…

8.   Nominal capital = authorized share capital(vốn điều lệ): the aggregate per value of those shares that have been issued by a corporation. 

9.   Articles of association (điều lệ công ty): a document that specifies the regulations for a company’s operations and defines the company’s purposes 

10.  Annual/ extraordinary general meetings: cuộc họp cổ đông

11.  Fiduciary duty: người được uỷ thác

12.  Conflict of interest: xung đột lợi ích

13.  Balance sheet (bảng cân đối kế toán): a financial statement that reports a company's assets, liabilities, and shareholder equity at a specific point in time. 

14.  Profit-and-loss account = incoming statement (bảng báo cáo tài chính): a financial report that provides a summary of a company’s revenues, expenses, and profits/losses over a given period of time

15.  Capitalization issues: stock dividend

16.  Insolvency (tình trạng không trả được nợ): the condition of not having enough money to pay debts, buy goods,…

17.  Liquidation: the process of closing a business, so that its assets can be sold to be its debts.

18.  Liquidator (người thanh lý): person appointed by a court, the company or its creditors to wind up the company’s affairs.

19.  Official receiver: officer of the court who commonly acts as a liquidator of a company being wound up by the court.

20.  Proxy (người uỷ quyền): person appointed by a shareholder to attend and vote at a meeting in his/ her place when the shareholder is unable to attend.

21.  In lieu thereof = instead of

22.  Repeal (v): cancel

23.  Vest (in): give someone or sth the power to do sth

24.  In term of: with respect / relation to

25.  In the course of: while during

26.  By way of: for the purpose of , by the route through

27.  In response to: as an answer to; in reply to

28. elapsing: pass or go by

29. ensuing: occurring afterward or as a result

30. violate a law: to break or act against the law

31. call a meeting: to ask people to gather, typically to discuss a specific topic or issue.

32. overturn a decision: to disagree with a decision made earlier by a lower court