COMPANY Flashcards
Εταιρία
COMPANY
from Ancient Greek ἑταιρεία (hetaireía, “association, brotherhood”)
εταιρεία • (etaireía) f (plural εταιρείες)
association, society
(finance) company
Η αξιολόγηση διεξήχθη από την Επιτροπή υποβοηθούµενη από εξωτερική εταιρεία συµβούλων.
I axiológisi diexíchthi apó tin Epitropí ypovoïthoúµeni apó exoterikí etaireía syµvoúlon.
The evaluation was performed by the Commission with the assistance of an external consultancy company.
Derived terms
αεροπορική εταιρεία f (aeroporikí etaireía, “airline company”)
ανώνυμη εταιρεία f (anónymi etaireía, “limited company”)
εταιρεία περιορισμένης ευθύνης f (etaireía periorisménis efthýnis, “limited liability company”)
company (n.)
mid-12c., “large group of people,”
from Old French compagnie “society, friendship, intimacy; body of soldiers” (12c.)
from Late Latin companio, literally “bread fellow, messmate,”
from Latin com “with, together” (see com-) + panis “bread,”
from PIE root *pa- “to feed.” Abbreviation co. dates from 1670s.
Meaning “companionship, consort of persons one with another, intimate association” is from late 13c. Meaning “person or persons associated with another in any way” is from c. 1300. In Middle English the word also could mean “sexual union, intercourse” (c. 1300).
From late 14c. as “a number of persons united to perform or carry out anything jointly,” which developed a commercial sense of “business association” by 1550s, the word having been used in reference to trade guilds from late 14c. Meaning “subdivision of an infantry regiment” (in 19c. usually 60 to 100 men, commanded by a captain) is from c. 1400.
Meaning “person or persons with whom one voluntarily associates” is from c. 1600; phrase keep company “consort” is from 1560s (bear company in the same sense is from c. 1300). Expression two’s company “two persons are just right” (for conversation, etc.), is attested from 1849; the following line varies: but three is none (or not), 1849; three’s trumpery (1864); three’s a crowd (1856).
Διοικητικό συμβούλιο
BOARD OF DIRECTORS
A board of directors is a group of people who jointly supervise the activities of an organization, which can be either a for-profit or a nonprofit organization such as a business, nonprofit organization, or a government agency.
The powers, duties, and responsibilities of a board of directors are determined by government regulations (including the jurisdiction’s corporate law) and the organization’s own constitution and bylaws. These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet.
In an organization with voting members, the board is accountable to, and may be subordinate to, the organization’s full membership, which usually elect the members of the board. In a stock corporation, non-executive directors are elected by the shareholders, and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such as Germany and Sweden), the workers of a corporation elect a set fraction of the board’s members.
The board of directors appoints the chief executive officer of the corporation and sets out the overall strategic direction. In corporations with dispersed ownership, the identification and nomination of directors (that shareholders vote for or against) are often done by the board itself, leading to a high degree of self-perpetuation. In a non-stock corporation with no general voting membership, the board is the supreme governing body of the institution, and its members are sometimes chosen by the board itself.
Other names include board of directors and advisors, board of governors, board of managers, board of regents, board of trustees, or board of visitors. It may also be called “the executive board” and is often simply referred to as “the board”.[4]
Typical duties of boards of directors include:[5][6]
governing the organization by establishing broad policies and setting out strategic objectives;
selecting, appointing, supporting and reviewing the performance of the chief executive (of which the titles vary from organization to organization; the chief executive may be titled chief executive officer, president or executive director);
terminating the chief executive;
ensuring the availability of adequate financial resources;
approving annual budgets;
accounting to the stakeholders for the organization’s performance;
setting the salaries, compensation and benefits of senior management;
The legal responsibilities of boards and board members vary with the nature of the organization, and between jurisdictions. For companies with publicly trading stock, these responsibilities are typically much more rigorous and complex than for those of other types.
Typically, the board chooses one of its members to be the chairman (often now called the “chair” or “chairperson”), who holds whatever title is specified in the by-laws or articles of association. However, in membership organizations, the members elect the president of the organization and the president becomes the board chair, unless the by-laws say otherwise.
διευθυντής
DIRECTORS
διευθυντής • (diefthyntís) m (plural διευθυντές, feminine διευθύντρια)
manager, director
governor, headmaster
conductor
Synonyms
μάνατζερ m or f (mánatzer)
Related terms[edit]
see: διευθύνω (diefthýno, “to manage, to organise”)
Verb
διευθύνω • (diefthýno) (past διηύθυνα/διεύθυνα, passive διευθύνομαι)
manage, direct, organise (UK), organize (US)
command, order
Synonyms
διοικώ (dioikó, “to manage, to run, to govern”)
κατευθύνω (katefthýno, “to head, to direct”)
Related terms[edit]
διευθυντής m (diefthyntís, “manager, director, etc”)
διευθύντρια f (diefthýntria, “manager, director, etc”)
διεύθυνση f (diéfthynsi, “address, direction, etc”)
coordinate
Part of speech Translation Reverse translations Frequency
help_outline
Noun
διευθυντής
director, manager, executive, principal, conductor, boss
σκηνοθέτης
director, stage director
σύμβουλος
advisor, consultant, adviser, counselor, director, consulter
Verb διοικώ • (dioikó) (past διοίκησα) run (eg: a business or other concern) administer, manage, supervise command, govern
Verb
διευθύνω • (diefthýno) (past διηύθυνα/διεύθυνα, passive διευθύνομαι)
manage, direct, organise (UK), organize (US)
command, order
coordinate
Noun
διεύθυνση • (diéfthynsi) f (plural διευθύνσεις)
management, direction, organisation (of business, organisation, etc)
home address, abode
direction of travel
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Directors
The directors of an organization are the persons who are members of its board. Several specific terms categorize directors by the presence or absence of their other relationships to the organization.[8]
Inside director[edit]
An inside director is a director who is also an employee, officer, chief executive, major shareholder, or someone similarly connected to the organization. Inside directors represent the interests of the entity’s stakeholders, and often have special knowledge of its inner workings, its financial or market position, and so on.
Typical inside directors are:
A chief executive officer (CEO) who may also be chairman of the board
Other executives of the organization, such as its chief financial officer (CFO) or executive vice president
Large shareholders (who may or may not also be employees or officers)
Representatives of other stakeholders such as labor unions, major lenders, or members of the community in which the organization is located
An inside director who is employed as a manager or executive of the organization is sometimes referred to as an executive director (not to be confused with the title executive director sometimes used for the CEO position in some organizations). Executive directors often have a specified area of responsibility in the organization, such as finance, marketing, human resources, or production.[9]
Outside director[edit]
Main article: Independent director
An outside director is a member of the board who is not otherwise employed by or engaged with the organization, and does not represent any of its stakeholders. A typical example is a director who is president of a firm in a different industry.[10] Outside directors are not employees of the company or affiliated with it in any other way.
Outside directors bring outside experience and perspectives to the board. For example, for a company that serves a domestic market only, the presence of CEOs from global multinational corporations as outside directors can help to provide insights on export and import opportunities and international trade options. One of the arguments for having outside directors is that they can keep a watchful eye on the inside directors and on the way the organization is run. Outside directors are unlikely to tolerate “insider dealing” between inside directors, as outside directors do not benefit from the company or organization. Outside directors are often useful in handling disputes between inside directors, or between shareholders and the board. They are thought to be advantageous because they can be objective and present little risk of conflict of interest. On the other hand, they might lack familiarity with the specific issues connected to the organization’s governance, and they might not know about the industry or sector in which the organization is operating.
Terminology [edit]
Director – a person appointed to serve on the board of an organization, such as an institution or business.
Inside director – a director who, in addition to serving on the board, has a meaningful connection to the organization
Outside director – a director who, other than serving on the board, has no meaningful connections to the organization
Executive director – an inside director who is also an executive with the organization. The term is also used, in a completely different sense, to refer to a CEO
Non-executive director – an inside director who is not an executive with the organization
Shadow or de facto director – an individual who is not a named director but who nevertheless directs or controls the organization
Nominee director – an individual who is appointed by a shareholder, creditor or interest group (whether contractually or by resolution at a company meeting) and who has a continuing loyalty to the appointor/s or other interest in the appointing company
Individual directors often serve on more than one board.[11] This practice results in an interlocking directorate, where a relatively small number of individuals have significant influence over many important entities. This situation can have important corporate, social, economic, and legal consequences, and has been the subject of significant research.[12]
memorandum of understanding
MEMORANDUM OF UNDERSTANDING
A memorandum of understanding (MoU) is a type of agreement between two (bilateral) or more (multilateral) parties. It expresses a convergence of will between the parties, indicating an intended common line of action.[1] It is often used either in cases where parties do not imply a legal commitment or in situations where the parties cannot create a legally enforceable agreement. It is a more formal alternative to a gentlemen’s agreement.[2][3]
Whether a document constitutes a binding contract depends only on the presence or absence of well-defined legal elements in the text proper of the document (the so-called “four corners”). The required elements are: offer and acceptance, consideration, and the intention to be legally bound (animus contrahendi).[4] In the US, the specifics can differ slightly depending on whether the contract is for goods (falls under the Uniform Commercial Code) or services (falls under the common law of the state).
Many companies and government agencies use MoUs to define a relationship between departments, agencies or closely held companies.
Memorandum of associatetion
MEMORANDUM OF ASSOCIATION
The memorandum of association of a company is an important corporate document in certain jurisdictions. It is often simply referred to as the memorandum. In the UK, it has to be filed with the Registrar of Companies during the process of incorporating a company. It is the document that regulates the company’s external affairs,[1] and complements the articles of association which cover the company’s internal constitution. It contains the fundamental conditions under which the company is allowed to operate. Until recently[where?] it had to include the “objects clause” which let the shareholders, creditors and those dealing with the company know what is its permitted range of operation, although this was usually drafted very broadly. It also shows the company’s initial capital. It is one of the documents required to incorporate a company in India, the United Kingdom,[2] Ireland, Canada, Nigeria, Nepal, Bangladesh, Pakistan, Afghanistan, Sri Lanka, and Tanzania and is also used in many of the common law jurisdictions of the Commonwealth.
Letter of understnding
LETTER OF UNDERSTNDING
A Letter of Understanding (LOU) is a formal text that sums up the terms of an undertakings of a contract which may have been negotiated up to this point only in spoken form or otherwise informally. It reviews the terms of an agreement for a service, a project or a deal and is often written as a step before a more detailed contract is issued.[1]
The LOU may provide for example:
Detailed summary of the work to be performed
Tasks of the service provider and the receiver
Milestones for the work to be done
Work steps that have been accomplished already
Milestone (project management)
MILESTONES
Milestones are tools used in project management to mark specific points along a project timeline. These points may signal anchors such as a project start and end date, or a need for external review or input and budget checks.
In many instances, milestones do not impact project duration. Instead, they focus on major progress points that must be reached to achieve success.[1]
Milestones can add significant value to project scheduling. When combined with a scheduling methodology such as Program Evaluation and Review Technique (PERT) or the Critical Path Method (CPM), milestones allow project managers to much more accurately determine whether or not the project is on schedule. By constraining the dates associated with milestones, the critical path can be determined for major schedule intervals in addition to the entire project. Slack/float can also be calculated on each schedule interval. This segmentation of the project schedule into intervals allows earlier indication of schedule problems and a better view into the activities whose completion is critical.
Milestones are like dashboard reviews of a project. Number of activities which were planned at the beginning of the project with their individual timelines are reviewed for their status. It also gives an opportunity to check the health of the project.
Milestones are frequently used to monitor the progress, but there are limitations to their effectiveness. They usually show progress only on the critical path, and ignore non-critical activities. It is common for resources to be moved from non-critical activities to critical activities to ensure that milestones are met. This gives the impression that the project is on schedule when actually some activities are being ignored.
Letter of credit
letter of credit
A letter of credit (LC), also known as a documentary credit or bankers commercial credit, or letter of undertaking (LoU), is a payment mechanism used in international trade to provide an economic guarantee from a creditworthy bank to an exporter of goods. Letters of credit are used extensively in the financing of international trade, where the reliability of contracting parties cannot be readily and easily determined. Its economic effect is to introduce a bank as an underwriter, where it assumes the counterparty risk of the buyer paying the seller for goods.[1]
Constitutional documents
Companies[edit]
By convention, most common law jurisdictions divide the constitutional documents of companies into two separate documents:[1]
the Memorandum of Association (in some countries referred to as the Articles of Incorporation) is the primary document, and will generally regulate the company’s activities with the outside world, such as the company’s objects and powers.
the Articles of Association (in some countries referred to as the by-laws) is the secondary document, and will generally regulate the company’s internal affairs and management, such as procedures for board meetings, dividend entitlements etc.[2]
In many countries, only the primary document is filed, and the secondary document remains private. In other countries, both documents are filed.
In civil law jurisdictions, the company’s constitution is normally consolidated into a single document, often called the charter.
It is quite common for members of a company to supplement the corporate constitution with additional arrangements, such as shareholders’ agreements, whereby they agree to exercise their membership rights in a certain way. Conceptually a shareholders’ agreement fulfills many of the same functions as the corporate constitution, but because it is a contract, it will not normally bind new members of the company unless they accede to it somehow.[3] One benefit of shareholders’ agreement is that they will usually be confidential, as most jurisdictions do not require shareholders’ agreements to be publicly filed.
Another common method of supplementing the corporate constitution is by means of voting trusts, although these are relatively uncommon outside of the United States and certain offshore jurisdictions…
Partnerships[edit]
Partnerships also have constitutional documents in the form of a partnership agreement. In some jurisdictions, a more formal constitution, sometimes referred to as articles of partnership or a partnership deed is used (particularly where the partnership has certain corporate aspects, such as a Limited Liability Partnership). However, many partnerships are not created formally, and may have no written partnership agreement and leave the regulation of the partnership to be regulated in accordance with the understandings of the parties and by general law. Some of the largest partnerships in the world have no written partnership agreement.[4]
Trusts[edit]
A trust is not a separate legal entity as such, but is often treated as one for certain legal purposes. Like partnerships, trusts are not normally required to have a written trust instrument to constitute them,[5] although most large and formal trusts do.
Unincorporated associations[edit]
An unincorporated association may also have a constitution which provides for the rights and remedies of the members as between themselves, and governs the conduct of the association. Because, in most legal systems, unincorporated associations do not have separate legal personality, this aspect of the constitutional documents is not applicable. In most legal systems unincorporated associations are not required to have formal written constitutions, but many of the larger and more complex organisations would be almost impossible to administer without one.[6]
Registrar of Companies
A registrar of companies is a public authority which is responsible for managing a companies register.
https: //en.wikipedia.org/wiki/List_of_company,_tax_and_statistical_business_registers
https: //en.wikipedia.org/wiki/Registrar_of_Companies
A company register is a register of organizations in the jurisdiction they operate under.[1]
A statistical business register has a different purpose than a company register. While a commercial/trade register serves a purpose of protection, accountability and control, a statistical register plays a central part in a system of official economic statistics at a national statistics office.[2]
Company registers in the world[edit]
Main article: List of company registers
Each country’s company register has different registrar types, contents, purpose, and public availability.
Openness[edit]
According to ratings published by the website OpenCorporates, Denmark and United Kingdom are the leaders with regard to openness of information available in a company’s register.[3] Registries/registrars in these countries are named, correspondingly, Central Business Register and Companies House.
According to ratings published by the website wealth4india, India and India are the leaders with regard to openness of information available in a company’s register.[4] Registries/registrars in these countries are named, correspondingly, Central Business Register and Companies House.
Companies house U.K.
Companies House is the United Kingdom’s registrar of companies[3] and is an executive agency and trading fund of Her Majesty’s Government, falling under the remit of the Department for Business, Energy and Industrial Strategy.[4] All forms of companies (as permitted by the United Kingdom Companies Act) are incorporated and registered with Companies House and file specific details as required by legislation. All registered limited companies, including subsidiary, small and inactive companies, must file annual financial statements in addition to annual company returns, and all these are public records. Only some registered unlimited companies (meeting certain conditions) are exempt from this requirement.
The United Kingdom has had a system of company registration since 1844. The legislation governing company registration matters is the Companies Act 2006.
https: //en.wikipedia.org/wiki/List_of_company,_tax_and_statistical_business_registers
https: //en.wikipedia.org/wiki/Registrar_of_Companies
Memorandum of conversation
MEMORANDUM OF CONVERSATION
Memorandum of conversation (abbrev.: MEMCON) and also memorandum of a conversation and memo to the file refers to a method of contemporaneous documentation of a conversation in the form of a memorandum used by the United States federal government.[1][2]
The Weekly Standard characterized the use of the tactic in the U.S. government as among “the most basic ways of Washington”.
Minister
MINISTER
A minister is a politician who heads a ministry,[1][2] making and implementing decisions on policies in conjunction with the other ministers. In some jurisdictions the head of government is also a minister and is designated the ‘prime minister’, ‘premier’, ‘chief minister’, ‘chancellor’ or other title.
In Commonwealth realm jurisdictions which use the Westminster system of government, ministers are usually required to be members of one of the houses of Parliament or legislature, and are usually from the political party that controls a majority in the lower house of the legislature. In other jurisdictions — such as Belgium, Mexico, Netherlands, Philippines, Slovenia, Nigeria — the holder of a cabinet-level post or other government official is not permitted to be a member of the legislature. Depending on the administrative arrangements in each jurisdiction, ministers are usually heads of a government department and members of the government’s ministry, cabinet and perhaps of a committee of cabinet. Some ministers may be more senior than others, and some may hold the title ’assistant minister’ or ‘deputy minister’. Some jurisdictions, with a large number of ministers, may designate ministers to be either in the inner or outer ministry or cabinet.
In some jurisdictions — such as Hong Kong, Mexico, the Philippines, the United Kingdom, and the United States — holders of an equivalent cabinet-level post are called secretaries (e.g., the Home Secretary in the United Kingdom, Secretary of State in the United States). Some holders of a cabinet-level post may have another title, such as ’Attorney-General’ or ’Postmaster-General’.
Articles of association
ARTICLES OF ASSOCIATION - BYLAWS
the Articles of Association (in some countries referred to as the by-laws) is the secondary document, and will generally regulate the company’s internal affairs and management, such as procedures for board meetings, dividend entitlements etc.
In many countries, only the primary document is filed, and the secondary document remains private. In other countries, both documents are filed.
In civil law jurisdictions, the company’s constitution is normally consolidated into a single document, often called the charter.
It is quite common for members of a company to supplement the corporate constitution with additional arrangements, such as shareholders’ agreements, whereby they agree to exercise their membership rights in a certain way. Conceptually a shareholders’ agreement fulfills many of the same functions as the corporate constitution, but because it is a contract, it will not normally bind new members of the company unless they accede to it somehow.[3] One benefit of shareholders’ agreement is that they will usually be confidential, as most jurisdictions do not require shareholders’ agreements to be publicly filed.
Another common method of supplementing the corporate constitution is by means of voting trusts, although these are relatively uncommon outside of the United States and certain offshore jurisdictions…
A by-law (bye-law, by(e)law, by(e) law) is a rule or law established by an organization or community to regulate itself, as allowed or provided for by some higher authority. The higher authority, generally a legislature or some other government body, establishes the degree of control that the by-laws may exercise. By-laws may be established by entities such as a business corporation, a neighborhood association, or depending on the jurisdiction, a municipality.
In the United Kingdom and some Commonwealth countries, the local laws established by municipalities are referred to as by(e)-laws because their scope is regulated by the central governments of those nations. Accordingly, a bylaw enforcement officer is the Canadian equivalent of the American Code Enforcement Officer or Municipal Regulations Enforcement Officer. In the United States, the federal government and most state governments have no direct ability to regulate the single provisions of municipal law. As a result, terms such as code, ordinance, or regulation, if not simply law, are more common.
tymology[edit]
Look up bylaw in Wiktionary, the free dictionary.
The Merriam-Webster Dictionary indicates that the origin of the word by-law is from the English word bilawe, probably from Old Norse *bȳlǫg, from Old Norse bȳr town + lag-, lǫg law.[1] The earliest use of the term, which originates from the Viking town law in the Danelaw, wherein by is the Old Norse word for a larger settlement as in Whitby and Derby (compare with the modern Danish-Norwegian word by meaning town, or the modern Swedish word by, meaning village).[2] However, it is also possible that this usage was forgotten and the word was “reinvented” in modern times through the use of the adverbial prefix by- giving the meaning of subsidiary law or side-law (as in byway).[2] In either case, it is incorrect to claim that the origin of the word is simply the prepositional phrase “by law.”
Such powers are used to govern the following:
Location of the seat of government of the prefecture
Frequency of routine meetings
Number of prefectural vice-governors and vice village leaders
Number of staff attached to administrative bodies governed
Placement of regional autonomous areas
Regulation of certain municipal monies
Placement, maintenance and removal of public facilities
Appointment of subordinate offices by the prefectural governor
In Australian Law there are five types of by-law, and they are established by statute:
State government authorities create By-laws as a type of “statutory rule” under an empowering Act, and are made by the State governor.[3]
Local government by-laws are the most prevalent type of by-law in Australia, and control things from Parking and Alcohol in parks to fire regulations and zoning controls. In New South Wales these by-laws are called ordinances and Zoning Controls are called Environmental Planning Instruments created under the Environmental Planning and Assessment Act.[4]
Numerous specific institutions, including universities, are also empowered to make by-laws by their establishing legislation.
By-laws of a company or society are created as a contract among members, and must be formally adopted and/or amended.[5]
Strata Title was developed in Australia and by-laws of body corporate are also empowered by state legislation.[6] These are the main type of by-law most people come into contact with on a regular basis as they control what people in Strata title housing can do in their own homes.[7] The most well known of these is the “no pets in flats” rule.[
Typical articles[edit]
By-laws widely vary from organization to organization, but generally cover topics such as the purpose of the organization, who are its members, how directors are elected, how meetings are conducted, and what officers the organization will have and a description of their duties. A common mnemonic device for remembering the typical articles in by-laws is NOMOMECPA, pronounced “No mommy, see pa!”[10] It stands for Name, Object, Members, Officers, Meetings, Executive board, Committees, Parliamentary authority, Amendment.[10][11] Organizations may use a book such as Robert’s Rules of Order Newly Revised for guidelines on the content of their by-laws.[12] This book has a sample set of by-laws of the type that a small, independent society might adopt.[13]
The wording of the by-laws has to be precise. Otherwise, the meaning may be open to interpretation. In such cases, the organization decides how to interpret its by-laws and may use guidelines for interpretation.[14]
Articles of organization
ARTICLES OF ORGANIZATION
The articles of organization are a document similar to the articles of incorporation, outlining the initial statements required to form a limited liability company (LLC) in many U.S. states. Some states refer to articles of organization as a certificate of organization or a certificate of formation.[1] Once filed and approved by the Secretary of State, or other company registrar, the articles of organization legally create the LLC as a registered business entity within the state.
For terms of similar meaning in other countries, see Articles of association.
United States[edit]
The articles of organization outline the governance of an LLC along with the operating agreement and the corporate statutes in the state where articles of organization are filed.
The articles of organization document typically includes the name of the LLC, the type of legal structure (e.g. limited liability company, professional limited liability company, series LLC), the registered agent, whether the LLC is managed by members or managers, the effective date, the duration (perpetual by default in most states), and the names and signatures of the organizer(s). It is the Articles of Organization that establishes the power, rights, liabilities, duties, and other important obligations of LLC members. This document also establishes the obligations between LLC members.[2]
Most secretaries of state provide fill-in-the-blank PDF templates to file with the state. Some people use the services of an attorney to draft articles of organization. Articles must be drafted to meet the state requirements to form a LLC.
The state fee to file articles of organization to form a traditional LLC range from $40 - $500.[3]
Regardless of what the Articles promulgate, the LLC is bound by the specific state laws that it is formed under. A common misconception is that LLCs formed by improper articles of organization do not have the limitation of liability protection allowed by the state. If the state statute allows for limitation of the members’ and managers’ liability, the said members and managers are covered under that protection regardless of what articles of organization state.
