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| 14208114061 | Jurisprudence | interpretation of rules by a judge (case law) | 0 | |
| 14208120748 | legal doctrine | legal texts established in constitutional, statutory, or common law precedents that guide formal judgement | 1 | |
| 14208126042 | Second Directive | Directive which overviews the protection of capital, on 13 december 1976 | 2 | |
| 14208133882 | third directive | on the merger of public liability companies, 9 october 1978 | 3 | |
| 14208136294 | fourth directive | annual accounts of companies, 25 july 1978 | 4 | |
| 14208139205 | sixth directive | de merger of public limited liability companies, 17 december 1983 | 5 | |
| 14208162028 | modernizing company law and enhancing corporate governance in the european union | a report which explain what the commission wants to do with corporate law. This sets out the objectives of the commission to harmonize and modernize corporate law in the EU | 6 | |
| 14208225516 | civil law | Legal system based on Roman law which is codified (EU). A judge decides on the terms of a final agreement | 7 | |
| 14208230777 | common law | A legal system based on case law, the law is developed through court decisions (US/ UK). Decisions are made by a jury who grant high indemnity feeds because they think "the company has enough money anyways" | 8 | |
| 14208257621 | Incorporation theory | the applicable law is the law from the country in which the country has been established. UK and the netherlands follow this. | 9 | |
| 14208263116 | Real Set Theory | The applicable law is the law from the country where the seat (management) is situated. There is a lot of uncertainty here because laws can constantly change. | 10 | |
| 14208293103 | partnership between parties, continuity, tax reasons, limitation of the liability | why might someone start a company? | 11 | |
| 14208293115 | continuity | a business being continued after the death of a previous owner. | 12 | |
| 14208303400 | business objectives, business risk, type of partnership, flexibility in collaboration, international tax aspects | selection of the type of a company depends on: | 13 | |
| 14208311585 | closed partnership | a family company who doesn't hire outside family | 14 | |
| 14208316394 | flexibility of collaboration | when buying shares in a company, the money can only be reobtained by selling those shares to someone else. It is usually not possible to give the shares back to the company and to get reimbursed by the company. | 15 | |
| 14208321298 | civil commercial companies | usually doctors, lawyers etc who conduct civil activities, they aren't meant to generate profit, though they do. | 16 | |
| 14208327700 | separate legal entity | When a company is considered as a sperate individual from its shareholders. This makes the legal acts pinned to the legal person seperate from its partners. | 17 | |
| 14208341538 | persons company | a partnership or a temporary partnership started because of the persons of each of the partners is in partnership. The shares of these companies can't be transferred, unless all partners give consent. If one of founders leaves, company has to be liquidated and ended | 18 | |
| 14208350993 | capital company | starts because of a contribution by different shareholders. The partners are not essential to the existence of the company. It can be established in spite of the non participation of one of the partners. Shares freely transferable | 19 | |
| 14208357273 | public company | Usually larger capital intensive undertakings with an open character. a company whose shares are traded freely on a stock exchange. | 20 | |
| 14208361885 | Private company | usually small undertaking, where the transferability of the shares is liited | 21 | |
| 14208365876 | single person company | company goes against the principle that a company is based on a contract. Established by a person who manages the company and is their sole shareholder. | 22 | |
| 14208377146 | starter company | used to encourage entrepreneurship | 23 | |
| 14208384803 | listed company | a company who is listed on the stock market where their shares can be traded on the stock market | 24 | |
| 14208388100 | european companies | Companies who develop actives in more than one EU member state. There is a single set of rules for everything. There is a downside because there is no uniform tax regime throughout europe. | 25 | |
| 14208406693 | cooperative | autonomous association of people united voluntarily to meet their common economic, social, and cultural needs and aspirations through a jointly owned and democratically controlled enterprise | 26 | |
| 14208419429 | branch office | the office of a company that is located in another country than that of parent company | 27 | |
| 14208431939 | representation office | no registration formalities - they only represent the company in a country and cannot develop any commercial activities | 28 | |
| 14208435204 | internal organization, position of shareholders, transfer of shares, and function of shareholders meeting | differences between public and limited liability companies | 29 | |
| 14721873131 | no board of directors in partnerships | what is the difference between private and public limited liability in terms of board of directors | 30 | |
| 14721880248 | the partners are the shareholders in partnerships | what is the difference between shareholders in partnerships | 31 | |
| 14721885578 | In private limited liability companies, share can only be transferred with a 2/3 majority of the votes in the shareholders' meeting. For partnerships, there is even a requirement of unanimity. | what is the difference between transferability of shares in private and public limited liability companies? | 32 | |
| 14721907500 | Cooperative company | at least 3 incorporators | 33 | |
| 14721915381 | • For companies without separate legal personality, there will be nullity with retro- active effect. • For companies with separate legal personality, there should be at least 2 incorporators who have given their consent validly | consequences if consent to start a company is not given | 34 | |
| 14722076544 | lion clause | This clause excludes a shareholder from participating in the profits or losses of a company and prohibits that a provision is included in the contract saying that all the profit or all the losses are attributed to only one partner. Every contribution should be completely subject to the risks of the company. This clause exists in almost the entire world, and it is considered to be a basic principle of company law. | 35 | |
| 14721863027 | plurality (abolished), valid consent, contribution, profit purpose (abolished) | What are the requirements for starting a company. | 36 | |
| 14208454556 | contribution | an act whereby a person makes something available to an existing company or a company can be established. This person likely has the intent of becoming a partner or to increase their shares in the company (profits) | 37 | |
| 14208466074 | Plurality Requirement | The logical and legal requirement that a conspiracy must involve two or more parties. | 38 | |
| 14208519927 | retroactive nullity of the company | what happens if a person breaks plurality requirement and creates a business with one person. | 39 | |
| 14208523265 | cash contribution | commitment to transfer a sum of money to put at the disposal of company. Proff must be provided that the cash has been transferred | 40 | |
| 14208532470 | contribution in kind | all contributions not in cash (material / immaterial assets) | 41 | |
| 14722274127 | quasi contribution | arises when a capital company (NV/SA) intends to acquire an asset belonging to an incorporator, a director or a shareholder within 2 years of the incorporation. This is compensated with at least 1/10 of the share capital. | 42 | |
| 14208537747 | contribution of industry | contribution of labour. | 43 | |
| 14208546838 | financial plan | a required plan in the formation of a company in how they will finance the first 2 years of a business which has to be approved by a judge. | 44 | |
| 14208703331 | 1. pre contractual phase 2. preliminary agreement 3. incorporation 4. Formalities after incorporation | Phases of formation | 45 | |
| 14722149938 | pre contractual phase | before starting the company, it is important that the partners how they will collaborate with each other, and what kind of relationship they will have. They need to negotiate about this and establish a structure. They need to know what their rights and obligations are within the company | 46 | |
| 14722152926 | preliminary agreement | the preliminary agreement is an agreement that is informal, and wherein the principles of the business are determined. It is some kind of a Letter of Intent (LOI) and it contains things such as the know- how, commercial information, non- disclosure, non- competition, etc. | 47 | |
| 14722199884 | report from incorporators report from auditor finalized report from incorporators | Procedure for estimating price of contribution in kind | 48 | |
| 14722161009 | - Publication in Official Gazette - Register in Crossroad Bank of Enterprises. - Register with VAT and Social Security authorities | Requirements after incorporation | 49 | |
| 14722152970 | incorporation | in this phase, the agreement (notarial deed for capital companies) is signed by the parties. It defines the type, purpose, financial means, management, etc. of the company | 50 | |
| 14208715742 | equity formation | company must have sufficient equity which is decided by the financial plan imposed by law. | 51 | |
| 14208718766 | capital subscription | everyone can subscribe to capital except a subsidiary and the company itself | 52 | |
| 14208726449 | report by the incorporators, reports by statutory auditor, report incorporators finalized | procedure for contribution in kind | 53 | |
| 14208734157 | financial plan, formalities for contribution, incorporation meeting before notarty public, filing with the company court, registration with bank of enterprises, VAT authorities, social security, etc. | procedure for the incorporation process | 54 | |
| 14208742659 | incorporator | the people present at the meeting of incorporation as a party to the contrat | 55 | |
| 14208750593 | formulation of the capital, overestimation of the value of assets contributed in kind, company to validly constituted | incorporators are liable for | 56 | |
| 14208751800 | equity securities | Securities issued by corporations as a form of ownership in the business. (Shares / Stocks) | 57 | |
| 14208751801 | debt securities | bonds, convertible bonds, debentures | 58 | |
| 14208754111 | derivatives | any financial asset whose value is derived from the value of some other "underlying" asset. Options, futures, swap, etc. | 59 | |
| 14208755622 | shares | represent ownership in a company and a fraction of the share capital | 60 | |
| 14208760019 | registered shares | registered in share ledger which shows ownership proved by registration | 61 | |
| 14722313855 | dematerialized shares | these are shares that are registered on an account in the bank. A person orders its bank to buy shares of a certain company. The person will not receive the shares as such but will receive a separate account in which it will be seen that shares have been bought. Usually, it is not known who owns dematerialized shares, only tax authorities know this. | 62 | |
| 14208763390 | bearer shares | ownership proved by possession of paper representing the shares | 63 | |
| 14208772806 | capital value | value of equipment spread over given number of years for accounting and planning depreciates 10%/yr | 64 | |
| 14208773903 | intrinsic value | (net assets) An estimate of a stock's "true" value based on accurate risk and return data. The intrinsic value can be estimated but not measured precisely. | 65 | |
| 14208778650 | market value | the price at which property would sell | 66 | |
| 14208781989 | right to follow | tag along. in case a shareholder is selling its shares to a third party the other shareholders will have the right to offer their shares against the same conditions to such third party | 67 | |
| 14208786558 | obligation to follow | drag along. a shareholder willing to sell its shares to a third party can force the other shareholders to sell their shares as well to that person | 68 | |
| 14208789996 | put option | the option to sell shares of stock at a specified time in the future | 69 | |
| 14722325841 | approval clause | shares can only be transferred after the consent of an organ of the company | 70 | |
| 14208791190 | option-to-buy | a contract that gives one party the right, but not an obligation, to purchase a property within a specified time horizon at a specified price | 71 | |
| 14208795829 | real capital increase | new contribution in cash or in kind. This means that new money or assets will be put into the company. | 72 | |
| 14722302293 | a share premium needs to be paid in order to avoid financial dilution of the existing shareholders. | what to do if value of shares is above face value? | 73 | |
| 14208795830 | formal capital increase | incorporation of reserves or profits carried forward This means just that the composition of the net assets is changed. No new shares are issued. There is just an increase in nominal or face value. | 74 | |
| 14276779850 | Limited Liability Company | A business organization in which the business (not the owner) is liable for the company's debts. | 75 | |
| 14276941089 | public limited liability company | A company whose securities are traded on a stock exchange and can be bought and sold by anyone. These companies are strictly regulated, and are required by law to publish their complete and true financial position so that investors can determine the true worth of its stock (shares). | 76 | |
| 14276945782 | Private Limited Liability company | a type of privately held small business entity, in which owner liability is limited to their shares, the firm is limited to having 50 or fewer shareholders, and shares are prohibited from being publicly traded. A company becomes an independent legal structure when it incorporates. | 77 | |
| 14276950399 | Internal Organization | Who governs the company, typically the board of directors. | 78 | |
| 14276951688 | Position of shareholders | Typically, shareholders can't do anything except appoint directors and approve annual accounts. However, in partnerships the partners are the shareholders who will have everything to say then. | 79 | |
| 14276957427 | transfer of shares Public limited liability | When the shares in a company are very transferrable | 80 | |
| 14276965342 | transfer of shares private limited liability | Shares can only be transferred with a 2/3 majority of the votes in the shareholders meeting. | 81 | |
| 14276967789 | Transfer of shares partnerships | A requirement of unanimity to transfer the shares | 82 | |
| 14277265001 | Duty of Care | The duty of all persons, as established by tort law, to exercise a reasonable amount of care in their dealings with others. Failure to exercise due care, which is normally determined by the reasonable person standard, constitutes the tort of negligence. | 83 | |
| 14277282047 | Incorporation | Sign agreement between the parties defining type, purpose, financial means, mangagement, etc. which must be in accordance with local law | 84 | |
| 14277285976 | pro rata share | an amount proportionate to the ownership interest of an investor | 85 | |
| 14277354486 | standstill clause | shares cannot be transferred during a certain period of time | 86 | |
| 14277389502 | pre-emptive right | shares must first be offered to the other shareholders that can acquired the shares pro rata their participation in the company | 87 | |
| 14277393222 | dividend | A stock with voting rights also has the right to _______ | 88 | |
| 14277400901 | shares with no voting rights | max 1/3 of share capital, preferential right on dividends | 89 | |
| 14277403035 | Preferential right | any right or agreement that enables any Person to purchase or acquire any Interests | 90 | |
| 14277414175 | profit shares | the preferential right on dividends and liquidation bonus. There is typically no voting rights here depending on the company. | 91 | |
| 14277433982 | share premium to be paid to avoid financial dilution of the existing shareholders | what do you do if the value of the contribution is above face value | 92 | |
| 14277440190 | you must inform shareholders through a special report by the board of directors and a special report by the statutory auditor | what do you do if the value of the contribution is below the face value | 93 | |
| 14277447688 | A special report by auditor, the board of managers, and a decision by the extraordinary general meeting of shareholders organized before the notary public | What is the procedure for a contribution in kind (real capital increase) | 94 | |
| 14277456270 | block bank account, amount wired to blocked bank account, certificate by the bank to be transmitted to notary public, general meeting organize before a notary public | what is the procedure for a contribution in cash? | 95 | |
| 14722373064 | direct financial assistance | Person X wants to acquire shares from company Y but does not have sufficient financial resources. Therefore, company Y grants person X a loan, in order for him to acquire the shares. | 96 | |
| 14722388402 | cross participations | participations of subsidiaries in their parent company (subsidiaries in which the parent company has control). In this case, all subsidiaries need to be considered, and the same rules apply as with the acquisition of proper shares. The shares acquired that are in conflict with these rules are to be sold within 1 year. | 97 | |
| 14722375758 | indirect financial assistance | Person X wants to acquire shares from company Y but does not have sufficient financial resources. Therefore, person X will get a loan at the bank. In order for person X to get the loan, a security needs to be given to the bank, which will be taken care of by company Y. | 98 | |
| 14277461254 | envisaged transaction | The acquisition by the company of its own shares. Pledge on their own shares. Treated as the acquisition of proper shares | 99 | |
| 14286959269 | financial assistance | credit provided by a company in view of acquiring its shares. This is typically forbidden unless under strict conditions | 100 | |
| 14286962117 | Transaction under the responsibility of the director, transaction at arms length (normal market conditions) | what are the conditions for financial assistance | 101 | |
| 14286971538 | Formal Capital Reduction | Losses carried forward incorporated into the capital. There must be a reserve for foreseeable losses. | 102 | |
| 14286972213 | Real Capital reduction | reduction by repayment of the shareholders. Equality between the shareholders to be respected and cant go beyond the minimal capital requirements. | 103 | |
| 14286985360 | shareholders, long term creditors, creditors | what are the sources for financing a company | 104 | |
| 14286986709 | bonds | Debt instrument issued by a company represented by coupons. These are freely transferable. | 105 | |
| 14286989845 | convertible bonds | Bonds that can be converted into shares under the conditions stipulated by the general meeting. | 106 | |
| 14287018983 | Warrant | right to subscribe to a capital increase at a price and under the conditions stipulated at issue | 107 | |
| 14287019497 | Sole director | a company is managed by one director who is appointed in the articles of assocation. | 108 | |
| 14287022824 | Monistic Governance | company is governed by a board of directors (3+ directors). Decisions are taken by collegial organ | 109 | |
| 14287031469 | collegial organ | The idea that a decision is taken by majority vote | 110 | |
| 14287032311 | dual governance | Two governing bodies with a clear division of competencies. That is the board of directors and supervisory board. | 111 | |
| 14287034203 | Supervisory board | Represents the company in all matters for which they have exclusive competency. Minimum of 3 members. | 112 | |
| 14287041115 | executive board | The people who manage the company daily activities and represents the company in all matters for which the EB is competent. | 113 | |
| 14287098615 | daily management | each act that might be necessary on a day to day basis to assure the daily functioning of a company or that considering its minor financial impact doesnt justify convening the board of directors | 114 | |
| 14287099889 | managing director | appointed by board of directors and not by general meeting. Assures the daily managment of the company | 115 | |
| 14287100723 | management committee | in large companies, daily management has been shifted to the CEO and its team | 116 | |
| 14287103798 | board of directors has full authority and are not instructed by the directors | What is the difference between Board of directors and general meeting | 117 | |
| 14287105363 | approval of the annual accounts, appointment of directors, assessing the liability of directors, changing articles of association, specific competencies | what are the duties of the general meeting | 118 | |
| 14287108116 | civil liability | The directors are liable for the implementation of the duties entrusted in them. They are liable for their shortcomings, wrongful actions, or negligence. The director is judged as the bonus pater familias. | 119 | |
| 14287109503 | Contractual liability | Provides coverage against liability arising out of an insured's contractual obligations. | 120 | |
| 14287114580 | Directors are jointly and severally liable for damages resulting out of infringements of the company code. | What happens if you infringe the company code? | 121 | |
| 14287116262 | tortious liability | person's liability for harm caused due to a breach of duty of care | 122 | |
| 14287117053 | individual liability | director committing tort must compensate the parties suffering such damage | 123 | |
| 14287135224 | Ultimate decision maker for decisions and option to be taken within the company but varies between company to company | what is the function of the general meeting | 124 | |
| 14287138845 | shareholders, owners o profit shares, bonds warrants and directors, and a statutory auditor | who is present at the general meeting | 125 | |
| 14287196437 | statutory audit | to determine whether an organization is providing a fair and accurate representation of its financial position by examining information such as bank balances, bookkeeping records and financial transactions. | 126 | |
| 14287200812 | small company | those companies having a separate legal personality and that for two consecutive financial years dont exceed 1. 50 employees 2. 9 million in turnober 3. 4.5 million in assets | 127 | |
| 14287202909 | micro company | company having a separate legal personality for two consecutive years and don't exceed 1. 10 employees 2. 700,000 in turnover 3. 350,000 in assets | 128 | |
| 14287206570 | merger by acquisition | one or more companies dissolving without going to to liquidation and transfers all assets and liabilities to another company | 129 | |
| 14722549187 | ordinary general meeting | organized annually to approve the annual accounts. | 130 | |
| 14722584564 | annual corporate compliance | The company needs approval within 6 months after closing the financial year and needs to file with the National Bank within 1 month after approval (the latest 7 months after closing the financial year). | 131 | |
| 14722551795 | extraordinary general meeting | organized on another date than the date of the ordinary general meeting. | 132 | |
| 14287209346 | merger by incorporation | one or more companies dissolve without liquidation and transfer all assets and liabilities to a newly found compnay | 133 | |
| 14287211326 | simplified merger | a company being dissolved without liquidation, transfers all assets and liabilities to the company holding its shares representing the entire share capital. | 134 | |
| 14287212542 | de merger by acquisition | a company transfers to more than one company all its assets and liabilities | 135 | |
| 14287215168 | de merger by incorporation | a company transfers to more than one newly formed company all its assets and liabiities | 136 | |
| 14287215885 | partial de merger | operation where part of the assets and liabilities of a company are transferred to one or more acquiring companies. | 137 | |
| 14287216847 | cross border merger | merger between companies in different countries. | 138 | |
| 14711776086 | real capital reduction | reduction by repayment of the shareholders. Can't go beyond the minimum capital requirements. | 139 | |
| 14711784249 | formal capital reduction | losses carried forward "incorporated" into the capital. | 140 | |
| 14722594500 | bonus pater familias | This means that the directors must use such care and skills which an ordinary careful and prudent director would have used under similar circumstances at the time of the actions. They have a contractual liability, but only towards the company. | 141 | |
| 14722609716 | liability for bankruptcy | If the liabilities are higher than the company's assets, the directors, former directors and the so- called directors de facto can be held severally and jointly liable for part or all of the company's debts, and such to the extent of the balance between assets and liabilities, if it is established that they committed obviously gross wrongful actions or negligence contributing to the bankruptcy. | 142 | |
| 14722631973 | voluntary dissolution | dissolution through a decision by the general meeting of shareholders. | 143 | |
| 14722635302 | judicial dissolution | dissolution upon a decision of the court. This happens in case net assets have fallen below the minimum capital requirements, serious conflicts have arisen between partners, not filing the annual accounts for 3 consecutive years... | 144 |
