Abstract
The capital of a company is considered as security for creditors and legal systems provide the framework to safeguard this security. This paper demonstrates overvaluation of non-cash contributions as a risk this security is to be safeguarded from. It outlines what a cmprehensive control system on non-cash contributions looks like and comparatively assesses the laws of the EC, Germany, France, England, and Ethiopia as to the mechanisms they provide to control this form of contribution. The paper shows that the three member states of of the EC have transposed the Community law on the subject of control of non-cash
contributions in a similar fashion and that they converge on a number of areas regarding their approaches to controlling non-cash contributions like definition of valid forms of tnon-cash contributions and the expert valuation , payment and disclosure requirements. The above three legal systems are selected because of their relevance to the Ethiopian law for they are the sources of the latter’s Commercial Code. Compared to these legal systems, the control system over non-csh-contributions under the Ethiopian law involves a number of matters that need addressed through amendement of the law.
Inhaltsverzeichnis (Table of Contents)
- Abstract.
- Acknowledgments
- Table of Contents
- Table of Abbreviations
- INTRODUCTION
- Background
- Statement of the Problem.
- Objectives of the Study.
- Scope of the Study.
- Methodology.
- Limitation of the Study.
- CHAPTER 1- COMPARATIVE DISCUSSION OF THE LAWS ON THE CONTROL OF NON-CASH CONTRIBUTIONS
- Part One: The EC Company Law.
- Definition of Valid Forms of NCCs.
- Valuation and Payment of NCCs.
- Disclosure Requirements Relating to NCCs
- The Liability Regime
- Scope of the Control System.
- Areas of Non-application and Silence
- Part Two: The German Legal System
- Definition of Valid forms of IKCs.
- The Evaluation and Payment Phase
- The Stock Corporation
- The Limited Liability Company
- The Disclosure Phase
- The Stock Corporation.
- The Limited Liability Company
- The Confirmation Phase.
- The Stock Corporation .....
- The Limited Liability Company
- The Liability Regime.
- The Stock Corporation
- The Limited Liability Company
- Scope of the Control System.
- Increase in Capital..
- The Stock Corporation.
- The Limited Liability Company
- Amendment of the Articles- the AG and the GmbH...
- Indirect IKCs and Post-formation Acquisition - The AG and the GmbH
- Part Three: The French Legal System
- Definition of Valid Forms of IKCs.
- Valuation and Payment IKCs.
- The Disclosure Phase.
- The Confirmation Phase- an SA and the SARL
- The Liability Regime: an SA and the SARL..
- Scope of the Control System.
- Part Four: The English Legal System....
- Definition of Acceptable Forms of NCCs..
- The Disclosure Phase.
- The Confirmation Phase....
- The Liability Regime
- Scope of the Control System
- Part Five: The Ethiopian Legal System.
- Definition of Acceptable Forms of IKCs.
- Control of IKCs in Respect of the Share Company (SC)...
- Control of IKCs in Respect of the Private Limited Company (PLC).
- CHAPTER 2- CONCLUSION, RECOMMENDATIONS AND SUGGESSIONS.
- Conclusions.
- Recommendations....
- Suggessions.
- 1. STATUTORY MATERIALS AND CASES
- 2. BIBLIOGRAPHY..
Zielsetzung und Themenschwerpunkte (Objectives and Key Themes)
The paper examines the overvaluation of non-cash contributions as a risk to the security of creditors. It aims to analyze the control systems in place in various jurisdictions to address this risk. The study seeks to identify a comprehensive control system model and assess how the laws of the EC, Germany, France, England, and Ethiopia compare in their approaches to controlling non-cash contributions. The paper explores how these legal systems ensure proper valuation, payment, and disclosure requirements related to non-cash contributions. Additionally, it considers the liability regimes associated with these contributions.
- Control of non-cash contributions in company law.
- Comparative analysis of legal systems in the EC, Germany, France, England, and Ethiopia.
- Overvaluation of non-cash contributions and its impact on creditor security.
- Comprehensive control system for non-cash contributions.
- Mechanisms for valuation, payment, disclosure, and liability related to non-cash contributions.
Zusammenfassung der Kapitel (Chapter Summaries)
The study begins with an introduction that establishes the context and objectives of the research. Chapter 1 delves into a comparative analysis of the laws on non-cash contributions. It examines the legal frameworks of the EC, Germany, France, England, and Ethiopia, focusing on key aspects such as definitions of valid forms of contributions, valuation and payment processes, disclosure requirements, liability regimes, and the scope of each control system.
Chapter 1 is further subdivided into sections exploring each legal system in detail. The EC section examines the Community law on controlling non-cash contributions and its transposition into member state laws. It highlights similarities in approach among the selected EC member states. The German section focuses on the Stock Corporation and Limited Liability Company, outlining the control mechanisms for non-cash contributions in these legal entities. Similarly, the French section analyzes the legal framework surrounding non-cash contributions for SA and SARL corporations.
The English section delves into the control system for non-cash contributions in English company law, covering the definition of acceptable forms, disclosure requirements, confirmation procedures, and the liability regime. Finally, the Ethiopian section examines the control of non-cash contributions within the context of the Ethiopian Commercial Code, highlighting areas for potential amendment.
Schlüsselwörter (Keywords)
The central themes and concepts explored in this paper include non-cash contributions, company law, control systems, overvaluation, creditor security, valuation, payment, disclosure, liability, comparative analysis, EC law, German law, French law, English law, and Ethiopian law.
Frequently Asked Questions
What is the main risk associated with non-cash contributions in company law?
The primary risk is the overvaluation of non-cash contributions, which can jeopardize the security of creditors as the company's stated capital might not reflect its actual assets.
Which legal systems are compared in this study?
The paper compares the legal frameworks of the European Community (EC), Germany, France, England, and Ethiopia.
How does German law differentiate between company types regarding non-cash contributions?
The study analyzes specific mechanisms for both the Stock Corporation (AG) and the Limited Liability Company (GmbH), covering valuation, payment, and disclosure phases for each.
What are the key components of a comprehensive control system?
A comprehensive system includes clear definitions of valid non-cash forms, expert valuation requirements, strict payment rules, disclosure mandates, and a robust liability regime.
Why is the Ethiopian legal system included in this comparative analysis?
The Ethiopian Commercial Code is largely based on the other discussed legal systems. The study aims to identify areas where the Ethiopian law needs amendment to better control non-cash contributions.
What role does the EC Community law play in this context?
EC law provides a harmonized framework that member states like Germany and France have transposed into their national laws to ensure similar standards for creditor protection across the union.
- Citar trabajo
- Yitayal Mekonnen Ayalew (Autor), 2010, The Control of Non-Cash Contributions to Companies, Múnich, GRIN Verlag, https://www.grin.com/document/158070
