Incorporation is the forming of a new corporation

8/7/2019 Incorporation is the forming of a new corporation

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Exemptions and privileges for private company

Section Nature of exemption/privileges.

70(3) statement in lieu of prospectus need not be delivered to the registrar before allottingshares (Exemption/privilege under this section is also available to a private company,

which is subsidiary of a public company).

77(2) Financial assistance can be given for purchase of or subscribing for its own shares in its

holding company.

81(3) Further shares can be issued without passing special resolution or obtaining central

governments approval and without offering the same necessarily to existing

shareholders (Exemption/privilege under this section is also available to a private

company, which is subsidiary of a public company).

90(2) Provisions as to kinds of share capital (sec.85), further issue of share of capital(sec.86),

voting rights(sec 87), issue of shares with disproportionate rights (sec 88) and

termination of disproportionate excessive rights (sec 89).

149(7) Business can be commenced immediately on incorporation with out obtaining a certificate

of a commencement from Registrar (Exemption/privilege under this section is also

available to a private company which is subsidiary of a public company).

165(10) It is not necessary to hold a statutory meeting and to send statutory report to shareholders

and file the same with Registrar (Exemption/privilege under this section is also available

to a private company which is subsidiary of a public company).

170(1) Articles of private company ma provide for regulations relating to general meetings

without being subject to the provisions of sections 171 to 186.

198(1) Any amount of managerial remuneration can be paid and the same is not restricted to any

particular proportion of the net profits.

204(6) Private company can appoint a firm or body corporate to an office or place of profit under

the company.

252(2) Private company need not have more than two directors.

255(1) A proportion of directors need not retire every year.

257(2) Statutory notice, etc, is not required for a person to stand for election as a director.


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259 Central Governments sanction is not required to effect increase in the number of directors

beyond 12 or the number fixed by articles of association.

263(1) In passing resolution for election of directors, all directors can be appointed by a single

resolution.

264(3) Consent to act as director need not be filled with registrar.

266(5) Restriction on appointment or advertisement of directors as regards consent and

qualification of shares does not apply.

268 Central Governments sanction is not required to modify any provision relating to

appointment of managing, whole-time or non-rotational directors.

269(2) Central Governments approval is not required for appointment of managing or whole-

time director or manager.

273 Directors of a private company need not posses any share qualifications, in terms of

sections 270.

275 to 279 Restrictive provisions regarding total number of directorships which any person may hold

do not include directorships held in private companies which are not subsidiary of public

company.

293(1) Certain restrictions on powers of board of directors do not apply.

295(2) Prohibition against loans to directors does not apply.

300(2) Prohibition against participation in board meetings by interested director does not apply.

303(1) Date of birth of director need not be entered in the register of directors.

309(9) There is no restriction on remuneration payable to directors.

310 Any change in restriction on remuneration payable to directors also does not require

Governments approval.

311 Any increase in the remuneration not being sitting fees beyond specified limit of directors

on a appointment or reappointment does not require central governments approval.

316(1)&


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317(4) There is no restriction on appointment of managing director.

349, 350&

355 Provisions relating to method of determination of net profits and ascertainment of

depreciation

do not apply.

370(2) There is no restriction on making loans to other companies.

372(14) There is no prohibition against purchase of shares, etc., in other companies.

388 A Provisions of sections 386 and 387, which restrict the number of companies of which a

person

can be appointed as manger, remuneration of the manager, etc., and also provisions of

sections 269, 310,311,312 and 317 , do not apply.

409(3) Central Government cannot exercise its power to prevent change in board of directors

which is likely to affect the company prejudicially.

416(1) Person can enter into contract on behalf of company as undisclosed principle and need not

give intimation to the other directors.

Incorporation

Incorporation is the forming of a new corporation (a corporation being a legal entity that is effectively

recognized as a person under the law). The corporation may be a business, a non-profit organization,

sports club, or a government of a new city or town. This article focuses on the process of incorporation;

see also corporation.

In the United StatesLegal benefits

y Protection of personal assets. One of the most important legal benefits is thesafeguarding of personal assets against the claims of creditors and lawsuits. Soleproprietors and general partners in a partnership are personally and jointly responsible forall the liabilities of a business such as loans, accounts payable, and legal judgments. In a


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corporation, however, stockholders, directors and officers typically are not liable for thecompany's debts and obligations. They are limited in liability to the amount they haveinvested in the corporation. For example, if a shareholder purchased $100 in stock, nomore than $100 can be lost. Corporations and limited liability companies (LLCs) mayhold assets such as real estate, cars or boats. If a shareholder of a corporation is

personally involved in a lawsuit or bankruptcy, these assets may be protected. A creditorof a shareholder of a corporation or LLC cannot seize the assets of the company.However, the creditor can seize ownership shares in the corporation, as they areconsidered a personal asset.

y Transferable ownership. Ownership in a corporation or LLC is easily transferable toothers, either in whole or in part. Some state laws are particularly corporate-friendly. Forexample, the transfer of ownership in a corporation incorporated in Delaware is notrequired to be filed or recorded.

y Retirement funds. Retirement funds and qualified retirements plans, such as a 401(k),may be established more easily.

y Taxation. In the United States, corporations are taxed at a lower rate than individuals are.Also, they can own shares in other corporations and receive corporate dividends 80% tax-free. There are no limits on the amount of losses a corporation may carry forward tosubsequent tax years. A sole proprietorship, on the other hand, cannot claim a capital lossgreater than $3,000 unless the owner has offsetting capital gains.

y Raising funds through sale of stock. A corporation can easily raise capital frominvestors through the sale of stock.

y Durability. A corporation is capable of continuing indefinitely. Its existence is notaffected by the death of shareholders, directors, or officers of the corporation.

y Credit rating. Regardless of an owner's personal credit scores, a corporation can acquireits own credit rating, and build a separate credit history by applying for and usingcorporate credit.

Steps required for incorporation

y The articles of incorporation (also called a charter, certificate of incorporation or letterspatent) are filed with the appropriate state office, listing the purpose of the corporation,its principal place of business and the number and type of shares of stock.[1] Aregistration fee is due, which is usually between $25 and $1,000, depending on the state.

y A corporate name is generally made up of three parts: "distinctive element", "descriptiveelement", and a legal ending. All corporations must have a distinctive element, and inmost filing jurisdictions, a legal ending to their names. Some corporations choose not tohave a descriptive element. In the name "Tiger Computers, Inc.", the word "Tiger" is the

distinctive element; the word "Computers" is the descriptive element; and the "Inc." is thelegal ending. The legal ending indicates that it is in fact a legal corporation and not just abusiness registration or partnership. Incorporated, limited, and corporation, or theirrespective abbreviations (Inc., Ltd., Corp.) are the possible legal endings in the U.S.

y Usually, there are also corporate bylaws which must be filed with the state. Bylawsoutline a number of important administrative details such as when annual shareholdermeetings will be held, who can vote and the manner in which shareholders will benotified if there is need for an additional "special" meeting.


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Reporting after incorporation

Assuming a corporation has not sold stock to the public, conducting corporate business isremarkably straightforward. Often, it amounts to little more than recording key corporatedecisions (for example, borrowing money or buying real estate) and holding an annual meeting.

However, even these formalities can often be done by written agreement and do not usuallyneeed a face-to-face meeting.

Commencement of Business:

Certificate ofCommencement of Business: Procedural Analysis

The date of incorporation of a company may not be the date of commencement of business. Aprivate company and a public limited company not having share capital are not required tocomply with any other formalities and may commence its business activities immediately afterobtaining the certificate of incorporation from the concerned Registrar of Companies.

A private limited company, which has converted into public limited company, is also notrequired to obtain certificate of commencement of business.

Requirement forobtaining commencement of business certificate

A public limited company having share capital cannot commence business until it has obtainedthe certificate to commence business (COB) from the concerned Registrar of Companies.

Normally a new company will comply with the required formalities and obtain thecommencement of business certificate (COB) from the Registrar as soon as possible after

formation because it cannot commence any business activities or exercise its borrowingpowerswithout it.

Action required on the part of the company toobtain commencement of business certificate

(Refer Section 149)

1. Where A Company Not Issues Prospectus ForPublic Subscription

For obtaining a certificate to commence business, the following actions are required to betaken:

(i) the company shall file with the Registrar a statement in lieu of prospectus (SLP) (signed byevery director) electronically at the MCA portal in the form given in Schedule III to Act togetherwith the E-Form 62 and shall pay the prescribed fee by online or offline as per Schedule X of theCompanies Act, 1956.

(ii) the directors should pay the value of the shares to the extent money is payable in cash withapplication/allotment;


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(iii) a duly certified declaration shall be filed electronically at the MCA portal in the E-Form 20and a stamped copy shall be simultaneously filed with the Registrar signed by adirector/secretaryor by secretary in practice where there is no secretary, to the effect that the requirements ofsection 149(2) have been complied with.

(iv) the company shall not allot any share or debenture at least for three days after filing ofstatement in lieu of prospectus with the Registrar. [Section 70(1)];

(v) the company shall pay the prescribed filing fee by online or offline under Schedule X on SLPand on e-Form 20 to the Registrar of Companies.

The Registrar of Companies shall then issue the requisite certificate of commencement ofbusiness.

Procedure For ObtainingCertificate ofCommencement Of Business

In order to obtain COB, a public company shall file the following documents with the Registrarof Companies as desired by section 149:

(1) A prospectus/statement in lieu of prospectus as the case may be along with followingdocuments:

(a) list of the members of the company with their shareholdings;

(b) confirmation for paid up share capital to the extent of Rs. 5,00,000 and proof thereof, vizcopy of bank statement etc.

(c) list of Directors, Manager, Secretary, Auditors and changes among them, if any;

(d) consent of the Auditors to include their name in the Prospectus/Statement in lieu ofProspectus;

(e) copy of the agreements for appointment of Managing Director, Underwriters, contractsentered into by the promoters before incorporation of the company, etc. if any;

(f) printed and certified copy of the Memorandum and Articles of Association of the company;

(g) details of the preliminary expenses incurred by the company;

(h) power of attorney to make corrections in the Prospectus/Statement in lieu of prospectus andto obtain certificate for commencement of business from the Registrar of Companies;

(i) certified copy of the resolution passed by the Board for approval of prospectus /statement inlieu of prospectus for filing with the Registrar.


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(2) A duly verified declaration on stamp paper that provisions of section 149 of the Act havebeen complied with, by one of the directors or secretary or, where there is no secretary, by asecretary in whole time practice, in e-Form 19/20 as the case may be.,

Memorandum of association

The memorandum of association of a company, often simply called the memorandum (and thenoften capitalised as an abbreviation for the official name, which is a proper noun and usuallyincludes other words), is the document that governs the relationship between the company andthe outside. It is one of the documents required to incorporate a company in the United Kingdom,Ireland, Pakistan and India, and is also used in many of the common law jurisdictions of theCommonwealth.

Requirements

While it is still necessary to file a memorandum of association to incorporate a new company, itno longer forms part of the companys constitution and it contains limited information comparedto the memorandum that was required prior to 1 October 2009.

It is basically a statement that the subscribers wish to form a company under the 2006 Act, haveagreed to become members and, in the case of a company that is to have a share capital, to takeat least one share each. It is no longer required to state the name of the company, the type of

company (such as public limited company or private company limited by shares), the location ofits registered office, the objects of the company, and its authorised share capital.[1]

Companies incorporated prior to 1 October 2009 are not required to amend their memorandum.Those details which are now required to appear in the Articles, such as the objects clause anddetails of the share capital, are deemed to form part of the Articles.

Capacities

The memorandum no longer restricts what a company is permitted to do. Since 1 October 2009,if a company's constitution contains any restrictions on the objects at all, those restrictions will

form part of the articles of association.

Historically, a company's memorandum of association contained an objects clause, which limitedits capacity to act.When the first limited companies were incorporated, the objects clause had tobe widely drafted so as not to restrict the board of directors in their day to day trading. In theCompanies Act 1989 the term "General Commercial Company" was introduced which meantthat companies could undertake "any lawful or legal trade or business."


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The Companies Act 2006 relaxed the rules even further, removing the need for an objects clauseat all. Companies incorporated on and after 1 October 2009 without an objects clause are deemedto have unrestricted objects. Existing companies may take advantage of this change by passing aspecial resolution to remove their objects clause.

If the company is to be a non-profit making company, the articles will contain a statement sayingthat the profits shall not be distributed to the members.h

Purpose

The memorandum of association records the agreement of the first subscribers to form acompany under the 2006 Act, to become members and, in the case of a company that is to have ashare capital, to take at least one share each.

Articles of association

The term articles of association of a company, or articles of incorporation, of an American orCanadian Company, are often simply referred to as articles (and are often capitalized as anabbreviation for the full term). The Articles are a requirement for the establishment of a companyunder the law of India, the United Kingdom and many other countries. Together with thememorandum of association, they constitute the constitution of a company. The equivalent termfor LLC is Articles of Organization. Roughly equivalent terms operate in other countries, such asGesellschaftsvertragin Germany, statuts in France, statutin Poland,Jeong-gwan in South Korea.

The following is largely based on British Company Law, references which are made at the end ofthis Article.

The Articles can cover a medley of topics, not all of which is required in a country's law.Although all terms are not discussed, they may cover:

y the issuing of shares (also called stock), different voting rights attached to differentclasses of shares

y valuation of intellectual rights, say,the valuations of the IPR of one partner and,forexample,the real estate of the other

y the appointments of directors - which shows whether a shareholder dominates orshares equality with all contributors

y directors meetings - the quorum and percentage of votey management decisions - whether the board manages or a foundery transferability of shares - assignment rights of the founders or other members of the

company do

y special voting rights of a Chairman,and his/her mode of electiony the dividend policy - a percentage of profits to be declared when there is profit or

otherwise

y winding up - the conditions, notice to membersy confidentiality of know-how and the founders' agreement and penalties for disclosure


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y first right of refusal - purchase rights and counter-bid by a founder.A Company is essentially run by the shareholders, but for convenience, and day-to-day working,by the elected Directors. Usually, the shareholders elect a Board of Directors (BOD) at theAnnual General Meeting (AGM), which may be statutory (e.g. India).

The number of Directors depends on the size of the Company and statutory requirements. TheChairperson is generally a well-known outsider but he /she may be a working Executive of thecompany, typically of an American Company. The Directors may, or may not, be employees ofthe Company.

In the emerging countries there are usually some major shareholders who come together to formthe company. Each usually has the right to nominate, without objection of the other, a certainnumber of Directors who become nominees for the election by the shareholder body at the AGM.The Treasurer and Chairperson is usually the privilege of one of the JV partners (whichnomination can be shared). Shareholders may also elect Independent Directors (from the public).

The Chair would be a person not associated with the promoters of the company, a person isgenerally a well-known outsider.

Once elected, the BOD manages the Company. The shareholders play no part till the nextAGM/EGM. The Objectives and the purpose of the Company are determined in advance by theshareholders and the Memorandum of Association (MOA),if separate, which denotes the nameof the Company, its Head- Office, street address, and (founding)Directors and the main purposesof the Company - for public access. It cannot be changed except at an AGM or ExtraordinaryGeneral Meeting (EGM) and statutory allowance. The MOA is generally filed with a 'Registrarof Companies' who is an appointee of the Government the country. For their assurance, theshareholders are permitted to elect an Auditor at each AGM. There can be Internal Auditors(employees)as well as an External Auditor.

The Board meets several times each year. At each meeting there is an 'agenda' before it. Aminimum number of Directors (a quorum) is required to meet. This is either determined by the'by-laws' or is a statutory reqirement. It is presided over by the Chairperson, or in his absence, bythe Vice-Chair. The Directors survey their area of responsibility. They may determine to make a'Resolution' at the next AGM or if it is an urgent matter, at an EGM. The Directors who are theelectives of one major shareholder, may present his/her view but this is not necessarily so - theymay have to view the Objectives of the Company and competitive position. The Chair may haveto 'break' the vote if there is a 'tie'. At the AGM, the various Resolutions are put to vote.

The AGM is called with a notice sent to all shareholders with a clear interval. A certain quorumof shareholders are required to meet. If the quorum requirement is not met , it is canceled andanother Meeting called. If it at that too a quorum is not met, a Third Meeting may be called andthe members present, unlimited by the quorum, take all decisions. There are variations to thisamong companies and countries.

Decisions are taken by a show of hands; the Chair is always present. Where decisions are madeby a show of hands is challenged, it is met by a count of votes. Voting can be taken in person or


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by marking the paper sent by the Company. A person who is not a shareholder of the Companycan vote if he/she has the 'proxy', an authorization from the shareholder. Each share carries thenumber of votes attached to it. Some votes maybe for the decision, others not. Two types ofdecision known as the Ordinary Resolution and a Special Resolution.

A Special Resolution can be tabled at a Director's Meeting. The Ordinary Resolution requires theendorsement by a majority vote, sometimes easily met by partners' vote. The Special Resolutionrequires a 60,70 or 80% of the vote as stipulated by the 'constitution' of the Company.Shareholders other than partners may vote. The matters which require the Ordinary and SpecialResolution to be passed are enumerated in Company or Corporate Law . Special Resolutionscovering some topics may be a statutory requirement.

44. Prospectus or statement in lieu of prospectus to be filed by private companyon ceasing to be private company(1) If a company, being a private company, alters its articles in such a manner that they nolonger include the provisions which, under clause (iii) of sub-section (1) of section 3, arerequired to be included in the articles of a company in order to constitute it a private

company, the company,-

(a) Shall, as on the date of the alteration, cease to be a private company; and

(b) Shall, within a period of1[thirty] days after the said date, file with the Registrar either aprospectus or a statement in lieu of prospectus, as specified in sub-section (2).

(2)(a) Every prospectus filed under sub-section (1) shall state the matters specified in Part Iof Schedule II and set out the reports specified in Part II of that Schedule, and the saidParts I and II shall have effect subject to the provisions contained in Part III of thatSchedule.

(b) Every statement in lieu of prospectus filed under sub-section (1) shall be in the formand contain the particulars set out in Part I of Schedule IV, and in the cases mentioned inPart II of that Schedule, shall set out the reports specified therein, and the said Parts I andII shall have effect subject to the provisions contained in Part III of that Schedule.

(c) Where the persons making any such report as is referred to in clause (a) or (b) havemade therein, or have, without giving the reasons indicated therein, any such adjustmentsas are mentioned in clause 32 of Schedule II or clause 5 of Schedule IV, as the case maybe, the prospectus or statement in lieu of prospectus filed as aforesaid, shall have endorsedthereon or attached thereto, a written statement signed by those persons, setting out theadjustments and giving the reasons therefor.

(3) If default is made in complying with sub-section (1) or (2), the company, and every

officer of the company who is in default, shall be punishable with fine which may extend to2[five thousand rupees] for every day during which the default continues.

(4) Where any prospectus or statement in lieu of prospectus filed under this section includesany untrue statement, any person who authorised the filing of such prospectus or statementshall be punishable with imprisonment for a term which may extend to two years, or withfine which may extend to 3[fifty thousand rupees], or with both, unless he proves eitherthat the statement was immaterial or that he had reasonable ground to believe, and did upto the time of the filing of the prospectus or statement believe, that the statement was true.


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(5) For the purposes of this section-

(a) a statement included in a prospectus or a statement in lieu of prospectus shall bedeemed to be untrue if it is misleading in the form and context in which it is included; and

(b) Where the omission from a prospectus or a statement in lieu of prospectus of anymatter is calculated to mislead, the prospectus or statement in lieu of prospectus shall bedeemed, in respect of such omission, to be a prospectus or a statement in lieu of prospectusin which an untrue statement is included.

(6) For the purposes of sub-section (4) and clause (a) of sub-section (5), the expression"included" when used with reference to a prospectus, or statement in lieu of prospectus,means included in the prospectus or statement in lieu of prospectus itself or contained inany report or memorandum appearing on the face thereof, or by reference incorporatedtherein.

Types of shares

A company may have many different types of shares that come with different conditions andrights.

There are four main types of shares:

y Ordinary shares are standard shares with no special rights or restrictions. They have thepotential to give the highest financial gains, but also have the highest risk. Ordinaryshareholders are the last to be paid if the company is wound up.

y Preference shares typically carry a right that gives the holder preferential treatment whenannual dividends are distributed to shareholders. Shares in this category receive a fixed

dividend, which means that a shareholder would not benefit from an increase in thebusiness' profits. However, usually they have rights to their dividend ahead of ordinaryshareholders if the business is in trouble. Also, where a business is wound up, they arelikely to be repaid the par or nominal value of shares ahead of ordinary shareholders.

y Cumulative preference shares give holders the right that, if a dividend cannot be paidone year, it will be carried forward to successive years. Dividends on cumulativepreference shares must be paid, despite the earning levels of the business, provided thecompany has distributable profits.

y Redeemable shares come with an agreement that the company can buy them back at afuture date - this can be at a fixed date or at the choice of the business. A company cannotissue only redeemable shares.

alteration of share capital

An increase, reduction (see reduction of capital), or any other change in the authorizedcapital of a company. If acting in accordance with the Companies Act 2006 s 617, alimited company can increase its authorized capital as appropriate. It can also rearrangeits existing authorized capital (e.g. by consolidating 100 shares of 1 into 25 shares of 4


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or by subdividing 100 shares of 1 into 200 of 50p) and cancel unissued shares. Unlessthe articles of association provide otherwise, these powers may be exercised by anordinary resolution.

C

apital reduction

A reduction of capital is a capital re-organisation that has the effect of allowing the return toshareholders of capital would otherwise not be distributable. A reduction of capital is used toincrease distributable reserves to make dividend SD\PHQWV

There are a number of possible mechanisms, including:

y a share buy back,y the conversion of share capital and non-distributable reserves into debt capitaly the conversion of non-distributable reserves into distributable reserves.

One common scenario where a reduction of capital is useful is a company that has largeaccumulated losses but has returned to profitability and wishes to pay GLYLGHQGV

. If large losses have been made in the past, it may take many years before balance sheet retained

earnings turns positive again. However, if a business has genuinely returned to profitability and is likely

to remain solvent, there is no real reason why it should not be able to pay some of those profits to

shareholder.

The solution is to convert non-distributable reserves into distributable reserves.

Another common scenario is a company that simply no longer needs as much capital as it did for example, because it has arranged a sale and leaseback that has taken a lot of assets off itsbalance sheet, or because it has sold a business.

One easy solution would be the conversion of non-distributable reserves to distributable,followed by the payment of a special dividend, This, however, would mean that manyshareholders would be unable to avoid paying LQFRPHWD[ on the special dividend. Onealternative (that has been used by large UK listed companies), is to convert share capital intodebt. Existing shares are cancelled and replaced with new VKDUHV (fewer, or with a lower parvalue) and bonds, the latter typically redeemable at the option of the holder. This allowsshareholders to take the return of capital as a capital gain, and time it to their advantage.

Mechanisms such as this vary with the shareholder base (i.e. what sort of tax effects the majorityof shareholders want). They will also evolve over time as tax rules change.

Share buy-backs are often not a real reduction in capital at all. Most companies that buy-backshares tend to buy small quantities every year, so their economic effect is to return current profitsto VKDUHKROGHUV in a way that appears (again) )as a capital gain


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Rights

Rights are legal, social, or ethical principles of freedom or entitlement; that is, rights are thefundamental normative rules about what is allowed of people or owed to people, according tosome legal system, social convention, or ethical theory. Rights are of essential importance in

such disciplines as law and ethics, especially theories of justice and deontology.

Rights are often considered fundamental to civilization, being regarded as established pillars ofsociety and culture, and the history of social conflicts can be found in the history of each rightand its development. The connection between rights and struggle cannot be overstated rightsare not as much granted or endowed as they are fought for and claimed, and the essence ofstruggles past and ancient are encoded in the spirit of current concepts of rights and their modernformulations.

Etymology

The Modern English word rightderives from Old English rihtorreht, in turn from Proto-Germanic *ritaz meaning right" or "direct, and ultimately from Proto-Indo-European *reg-to-meaning having moved in a straight line, in turn from (o)reg'(a)- meaning to straighten ordirect In several different Indo-European languages, a single word derived from the same rootmeans both "right" and "law", such as French droit, Spanish derecho, and German recht

Many other words related to normative or regulatory concepts derive from this same root,including correct, regulate, and rex (meaning "king"), whence regaland thence royalLikewisemany more geometric terms derive from this same root, such as erect(as in "upright")rectangle(literally "right angle")straightand stretch. Like right, the English words ruleand rulerderivingstill from the same root, have both normative or regulatory and geometric meanings (e.g. a ruleras in a king, or a ruler as in a straightedge).

Several other roots have similar normative and geometric descendants, such as Latin norma,whence normnormaland normative itself, and also geometric concepts such as surface normals;and likewise Greekorthowhence Latin ordomeaning either "right" or "correct" (as in orthodox,meaning "correct opinion) or "straight" or "perpendicular" (as in orthogonal, meaning"perpendicular angle"and thence order

ordinary, etc.

A wide variety of meanings

Rights are widely regarded as the basis of law, but what if laws are bad? Some theorists suggest civildisobedience is, itself, a right, and it was advocated by thinkers such as Henry David Thoreau, Martin

Luther King Jr., and Gandhi.

There is considerable disagreement about what is meant precisely by the term rights. It has been used

by different groups and thinkers for different purposes, with different and sometimes opposing

definitions, and the precise definition of this principle, beyond having something to do with normative

rules of some sort or another, is controversial.


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One way to get an idea of the multiple understandings and senses of the term is to considerdifferent ways it is used. Many diverse things are claimed as rights:

A right to life, a right to choose; a right to vote, to work, to strike; a right to one phone call,

to dissolve parliament, to operate a forklift, to asylum, to equal treatment before the law, to

feel proud of what one has done; a right to exist, to sentence an offender to death, to

launch a nuclear first strike, to carry a concealed weapon, to a distinct genetic identity; a

right to believe one's own eyes, to pronounce the couple husband and wife, to be left alone,

to go to hell in one's own way.

There are likewise diverse possible ways to categorize rights, such as:

Who is alleged to have the right: Children's rights, animal rights, workers' rights, states'

rights, the rights of peoples. What actions or states or objects the asserted right pertains to:

Rights of free expression, to pass judgment; rights of privacy, to remain silent; property

rights, bodily rights. Whythe rightholder (allegedly) has the right: Moral rights spring from

moral reasons, legal rights derive from the laws of the society, customary rights are aspects

of local customs. How the asserted right can be affectedby the rightholder's actions: The

inalienable right to life, the forfeitable right to liberty, and the waivable right that a promise

be kept.

There has been considerable debate about what this term means within the academic community,particularly within fields such as philosophy, law, deontology, logic, and political science. Oneway to look at different senses of the term ofrights is to examine contrasting ideas about theconcept.

Natural rights versus legal rights

According to some views, certain rights derive from God or Nature

y Natural rights are rights which are derived from nature. They are universal; that is, they apply toall people, and do not derive from the laws of any specific society. They exist necessarily, inhere

in every individual, and can't be taken away. For example, it has been argued that humans have

a natural right to life. They're sometimes called moral rights or inalienable rights.

y Legal rights, in contrast, are based on a society's customs, laws, statutes or actions bylegislatures. An example of a legal right is the right to vote of citizens. Citizenship, itself, is often

considered as the basis for having legal rights, and has been defined as the "right to have

rights". Legal rights are sometimes called civil rights or statutory rights and are culturally and

politically relative since they depend on a specific societal context to have meaning.


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Some thinkers see rights in only one sense while others accept that both senses have a measureof validity. There has been considerable philosophical debate about these senses throughouthistory. For example, Jeremy Bentham believed that legal rights were the essence of rights, andhe denied the existence of natural rights; whereas Thomas Aquinas held that rights purported bypositive law but not grounded in natural law were not properly rights at all, but only a facade or

pretense of rights.

Claim rights versus liberty rights

A deed is an example of a claim rightin the sense that it asserts a rightto own land. This particular deed

dates back to 1273.

y A claim right is a right which entails that another person has a duty to the right-holder.Somebody else must do or refrain from doing something to or for the claim holder, such as

perform a service or supply a product for him or her; that is, he or she has a claim to that service

or product (another term is thing in action). In logic, this idea can be expressed as: "Person A has

a claim that person B do something if and only ifB has a duty to A to do that something." Everyclaim-right entails that some other duty-bearer must do some duty for the claim to be satisfied.

This duty can be to act or to refrain from acting. For example, many jurisdictions recognize

broad claim rights to things like "life, liberty, and property"; these rights impose an obligation

upon others notto assault or restrain a person, or use their property, without the claim-holder's

permission. Likewise, in jurisdictions where social welfare services are provided, citizens have

legal claim rights to be provided with those services.

y A liberty right or privilege, in contrast, is simply a freedom or permission for the right-holder todo something, and there are no obligations on other parties to do or not do anything. This can

be expressed in logic as: "Person A has a privilege to do something if and only ifA has no duty

not to do that something." For example, if a person has a legal liberty right to free speech, that

merely means that it is not legally forbidden for them to speak freely: it does notmean that

anyone has to help enable their speech, or to listen to their speech; or even, per se, refrain from

stopping them from speaking, though otherrights, such as the claim right to be free from

assault, may severely limit what others can do to stop them.

Liberty rights and claim rights are the inverse of one another: a person has a liberty rightpermitting him to do something only if there is no other person who has a claim right forbiddinghim from doing so. Likewise, if a person has a claim right against someone else, then that otherperson's liberty is limited. For example, a person has a liberty rightto walk down a sidewalk andcan decide freely whether or not to do so, since there is no obligation either to do so or to refrainfrom doing so. But pedestrians may have an obligation not to walk on certain lands, such as otherpeople's private property, to which those other people have a claim right. So a person's libertyrightof walking extends precisely to the point where another's claim rightlimits his or herfreedom.

Positive rights versus negative rights


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In one sense, a right is a permission to do something or an entitlement to a specific service ortreatment, and these rights have been called positive rights. However, in another sense, rightsmay allow or require inaction, and these are called negative rights; they permit or require doingnothing. For example, in some democracies e.g. the US, citizens have the positive rightto voteand they have the negative rightnot to vote; people can stay home and watch television instead,

if they desire. In other democracies e.g. Australia, however, citizens have a positive right to votebut they don't have a negative right to not vote, since non-voting citizens can be fined.Accordingly:

y Positive rights are permissions to do things, or entitlements to be done unto. One example of apositive right is the purported "right to welfare."

y Negative rights are permissions not to do things, or entitlements to be left alone. Often thedistinction is invoked by libertarians who think of a negative rightas an entitlement to "non-

interference" such as a right against being assaulted.

Though similarly named, positive and negative rights should not be confused with active rights(which encompass "privileges" and "powers") and passive rights (which encompass "claims" and"immunities").

Individual rights versus group rights

The general sense of right is that they are possessed by individuals in the sense that they arepermissions and entitlements to do things which other persons, or which governments orauthorities, can not infringe. This is the understanding of thinkers such as Ayn Rand who arguedthat only individuals have rights, according to her philosophy called Objectivism. However,others have argued that there are situations in which a group of persons is thought to have rights,

orgroup rights. Accordingly:

y Individual rights are rights held by individual people regardless of their group membership orlack thereof.

Do groups have rights? Some argue that when soldiers bond in combat, the group becomes like an

organism in itself and has rights which trump the rights of any individual soldier.

y Group rights have been argued to exist when a group is seen as more than a mere composite orassembly of separate individuals but an entity in its own right. In other words, it's possible to see

a group as a distinct being in and of itself; it's akin to an enlarged individual which has a distinct

will and power of action and can be thought of as having rights. For example, a platoon ofsoldiers in combat can be thought of as a distinct group, since individual members are willing to

risk their lives for the survival of the group, and therefore the group can be conceived as having

a "right" which is superior to that of any individual member; for example, a soldier who disobeys

an officer can be punished, perhaps even killed, for a breach of obedience. But there is another

sense of group rights in which people who are members of a group can be thought of as having

specific individual rights because of their membership in a group. In this sense, the set of rights

which individuals-as-group-members have is expanded because of their membership in a group.


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For example, workers who are members of a group such as a labor union can be thought of as

having expanded individual rights because of their membership in the labor union, such as the

rights to specific working conditions or wages. As expected, there is sometimes considerable

disagreement about what exactly is meant by the term "group" as well as by the term "group

rights."

There can be tension between individual and group rights. A classic instance in which group andindividual rights clash is conflicts between unions and their members. For example, individualmembers of a union may wish a wage higher than the union-negotiated wage, but are preventedfrom making further requests; in a so-called closed shop which has a union security agreement,only the union has a rightto decide matters for the individual union members such as wage rates.So, do the supposed "individual rights" of the workers prevail about the proper wage? Or do the"group rights" of the union regarding the proper wage prevail? Clearly this is a source of tension.

Promotion

Another one of the 4P's is 'promotion'. This includes all of the tools available to the marketer for

'marketing communication'. As with Neil H.Borden's marketing mix, marketing communications has its

own 'promotions mix.' Think of it like a cake mix, the basic ingredients are always the same. However if

you vary the amounts of one of the ingredients, the final outcome is different. It is the same with

promotions. You can 'integrate' different aspects of the promotions mix to deliver a unique campaign.

The elements of the promotions mix are:

y Personal Selling.y Sales Promotion.y Public Relations.y Direct Mail.y Trade Fairs and Exhibitions.y Advertising.y Sponsorship

The elements of the promotions mix are integrated to form a coherent campaign. As with allforms of communication. The message from the marketer follows the 'communications process'as illustrated above. For example, a radio advert is made for a car manufacturer. The carmanufacturer (sender) pays for a specific advert with contains a message specific to a target

audience (encoding). It is transmitted during a set of commercials from a radio station (Message /media).

The message is decoded by a car radio (decoding) and the target consumer interprets the message(receiver). He or she might visit a dealership or seek further information from a web site(Response). The consumer might buy a car or express an interest or dislike (feedback). Thisinformation will inform future elements of an integrated promotional campaign. Perhaps a directmail campaign would push the consumer to the point of purchase. Noise represent the thousand


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of marketing communications that a consumer is exposed to everyday, all competing forattention.

The Promotions Mix.

Let us look at the individual components of the promotions mix in more detail. Remember all ofthe elements are 'integrated' to form a specific communications campaign.

1. Personal Selling.

Personal Selling is an effective way to manage personal customer relationships. The sales personacts on behalf of the organization. They tend to be well trained in the approaches and techniquesof personal selling. However sales people are very expensive and should only be used wherethere is a genuine return on investment. For example salesmen are often used to sell cars or homeimprovements where the margin is high.

2. Sales Promotion.

Sales promotion tend to be thought of as being all promotions apart from advertising, personalselling, and public relations. For example the BOGOF promotion, or Buy One Get One Free.Others include couponing, money-off promotions, competitions, free accessories (such as freeblades with a new razor), introductory offers (such as buy digital TV and get free installation),and so on. Each sales promotion should be carefully costed and compared with the next bestalternative.

3.P

ublicR

elatio

ns (PR

).Public Relations is defined as 'the deliberate, planned and sustained effort to establish andmaintain mutual understanding between an organization and its publics'(Institute of PublicRelations). It is relatively cheap, but certainly not cheap. Successful strategies tend to be long-term and plan for all eventualities. All airlines exploit PR; just watch what happens when there isa disaster. The pre-planned PR machine clicks in very quickly with a very effective rehearsedplan.

4. Direct Mail.

Direct mail is very highly focussed upon targeting consumers based upon a database. As with allmarketing, the potential consumer is 'defined' based upon a series of attributes and similarities.Creative agencies work with marketers to design a highly focussed communication in the form ofa mailing. The mail is sent out to the potential consumers and responses are carefully monitored.For example, if you are marketing medical text books, you would use a database of doctors'surgeries as the basis of your mail shot.


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5. Trade Fairs and Exhibitions.

Such approaches are very good for making new contacts and renewing old ones. Companies willseldom sell much at such events. The purpose is to increase awareness and to encourage trial.They offer the opportunity for companies to meet with both the trade and the consumer. Expo

has recently finish in Germany with the next one planned for Japan in 2005, despite a recentdecline in interest in such events.

6. Advertising.

Advertising is a 'paid for' communication. It is used to develop attitudes, create awareness, andtransmit information in order to gain a response from the target market. There are manyadvertising 'media' such as newspapers (local, national, free, trade), magazines and journals,television (local, national, terrestrial, satellite) cinema, outdoor advertising (such as posters, bussides).

7. Sponsorship.

Sponsorship is where an organization pays to be associated with a particular event, cause orimage. Companies will sponsor sports events such as the Olympics or Formula One. Theattributes of the event are then associated with the sponsoring organization.

The elements of the promotional mix are then integrated to form a unique, but coherentcampaign.

Resolution!

If you are involved in recording, postproduction, broadcast, mastering or multimedia audio production

then Resolution is the magazine for you.

Launched after the closure of Studio Sound magazine, Resolution is the next generation audio

production publication for the working audio professional. By applying strong traditional values we aim

to inform, educate and demystify technology for the reader and to help with the creative, technological

and business aspects of their work. No other magazine looks like Resolution or reads like Resolution and

we've supplied a broad selection of content on this site so you can get a feel for what we are about.

Subscribe today and get informed.

Interviews and technique insights with engineers and producers in all the disciplines.

Facility visits with the emphasis on the business and technical structure.

Sweet Spot articles address loudspeaker and acoustics related issues with the view to educating the


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reader on these vital subjects.

Operational Tips on such topics as DAWs and mastering.

Resolution runs ten reviews per issue. They're written by experts who are authoratative and

unbiased. We cover everything from large desks, to mics, outboard processing, DAWs and

software.

Resolution uniquely runs regular business articles to highlight trends and to emphasise the need to

'take care of business if you want to stay in business'.

Resolution is unique in its approach to new and existing technologies; it explains, demystifies and

places in context the developments that are shaping the industry.

News and analysis covers industry sales, contracts and appointments.

The Products section offers news on equipment releases as soon as information is available. This

includes regular sections on DAW platform developments.

Headroom provides the industry's most dynamic and interactive letters pages.

Resolution:

The decisions made by the shareholders in the meeting of the company are made by voting are called

resolutions. The shareholders represent theirwillingness on various matters of the company in the form

of resolution, by majority of votes.

There are three types of resolution.

Ordinary Resolution:

This resolution is passed by simple majority in the annual general meeting of the company. Such

resolution is passed for the ordinary business of the company like election of directors

, appointment of auditors, appointment of managing agents and the declaration of dividends etc.

Special Resolution:

This resolution is passed by minimum majority (75%) of the shareholders. A notice of 21 days is required

to pass this resolution. This resolution is passed for some matters of special nature like change of

registered office of the company, change in articles of association, change in share capital and winding up

of company etc

Extra Ordinary Resolution:

This resolution is passed by minimum majority of three-fourth. A notice of 14 days is given to pass this

resolution. This resolution is passed to remove the directors, to appoint new directors in place of

removal directors and to wind up company due to heavy losses. Resolution:


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Company

A company is a form of business organization. It is a collection of individuals and physicalassets with a common focus and an aim of gaining profits. This collection exists in Law and

therefore a company is considered a "Legal Person".

In the United States, a company is a corporationor, less commonly, an association, partnership,or unionthat carries on an industrial enterprise."[1] Generally, a company may be a"corporation, partnership, association, joint-stock company, trust, fund, or organized group ofpersons, whether incorporated or not, and (in an official capacity) any receiver, trustee inbankruptcy, or similar official, or liquidating agent, for any of the foregoing."

[1]

In English law, and therefore in the Commonwealth realms, a company is a form of bodycorporate or corporation, generally registered under the Companies Acts or similar legislation. Itdoes not include a partnership or any other unincorporated group of persons.

Meaning and etymology

A company can be defined as an "artificial person", invisible, intangible, created by Law, with adiscrete legal entity, perpetual succession and a common seal. It is not affected by the death,insanity or insolvency of an individual member.

The English word company has its origins in the Old French military term compaignie (firstrecorded in 1150), meaning a "body of soldiers",[2] originally taken from the Late Latin wordcompanio "companion, one who eats bread with you", first attested in the Lex Salica as a calqueof the Germanic expression *gahlaibo (literally, "with bread"), related to Old High German

galeipo "companion" and Gothic gahlaiba "messmate". By 1303, the word referred to tradeguilds. Usage of company to mean "business association" was first recorded in 1553 and theabbreviation "co." dates from 1769.

History

According to one source, "it may be formed by Act of Parliament, by Royal Charter, or byregistration under company law (referred to as a limited liability or joint-stock company)."[3] Inthe United Kingdom, the main regulating laws are the Companies Act 1985 and the CompaniesAct 2006.[3] Reportedly, "a company registered under this Act has limited liability: its owners

(the shareholders) have no financial liability in the event of winding up the affairs of thecompany, but they might lose the money already invested in it".[3] In the USA, companies areregistered in a particular stateDelaware being especially favouredand become Incorporated(Inc).[3]

In North America, two of the earliest companies were The London Company (also called theCharter of the Virginia Company of London)an English joint stock company established byroyal charter by James I of England on April 10, 1606 with the purpose of establishing colonial


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settlements in North Americaand Plymouth Company that was granted an identical charter aspart of the Virginia Company. The London Company was responsible for establishing theJamestown Settlement, the first permanent English settlement in the present United States in1607, and in the process of sending additional supplies, inadvertently settled the Somers Isles,alias Bermuda, the oldest-remaining English colony, in 1609.

Types

For a country-by-country listing, see Types of business entity.

There are various types of company that can be formed in different jurisdictions, but the most

common forms of company (generally formed by registration under applicable companieslegislation) are:

y A company limited by guarantee. Commonly used where companies are formed fornon-commercial purposes, such as clubs or charities. The members guarantee the

payment of certain (usually nominal) amounts if the company goes into insolventliquidation, but otherwise they have no economic rights in relation to the company. Thistype of company is common in England.

y A company limited by shares. The most common form of company used for businessventures. Specifically, a limited company is a "company in which the liability of eachshareholder is limited to the amount individually invested" with corporations being "themost common example of a limited company."[1] This type of company is common inEngland.

y A company limited by guarantee with a share capital. A hybrid entity, usually usedwhere the company is formed for non-commercial purposes, but the activities of thecompany are partly funded by investors who expect a return. This type of company may

no longer be formed in the UK, although provisions still exist in law for them to exist.[4]y A limited-liability company. "A companystatutorily authorized in certain statesthat

is characterized by limited liability, management by members or managers, andlimitations on ownership transfer", i.e., L.L.C.[1]

y An unlimited company with orwithout a share capital. A hybrid entity, a companywhere the liability of members or shareholders for the debts (if any) of the company arenot limited.

Less commonly seen types of companies are:

y

Companies formed by letters patent. Most corporations by letters patent are

corporations sole and not companies as the term is commonly understood today.y charter corporations. Before the passing of modern companies legislation, these were

the only types of companies. Now they are relatively rare, except for very old companiesthat still survive (of which there are still many, particularly many British banks), ormodern societies that fulfil a quasi regulatory function (for example, the Bank of Englandis a corporation formed by a modern charter).

y Statutory Companies. Relatively rare today, certain companies have been formed by aprivate statute passed in the relevant jurisdiction.


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Note that "Ltd after the company's name signifies limited company, and PLC (public limitedcompany) indicates that its shares are widely held."[3]

In legal parlance, the owners of a company are normally referred to as the "members". In acompany limited or unlimited by shares (formed or incorporated with a share capital), this will

be the shareholders. In a company limited by guarantee, this will be the guarantors. Someoffshore jurisdictions have created special forms of offshore company in a bid to attract businessfor their jurisdictions. Examples include "segregated portfolio companies" and restricted purposecompanies.

There are however, many, many sub-categories of types of company that can be formed invarious jurisdictions in the world.

Companies are also sometimes distinguished for legal and regulatory purposes between publiccompanies and private companies. Public companies are companies whose shares can bepublicly traded, often (although not always) on a regulated stock exchange. Private companies do

not have publicly traded shares, and often contain restrictions on transfers of shares. In somejurisdictions, private companies have maximum numbers of shareholders.

Characteristics of a Company

A company as an entity has many distinct features which together make it a unique organization.

The essential characteristics of a company are following:

Separate Legal Entity:

Under Incorporation law, a company becomes a separate legal entity as compared to its

members. The company is distinct and different from its members in law. It has its own seal and

its own name, its assets and liabilities are separate and distinct from those of its members. It is

capable of owning property, incurring debt, and borrowing money, employing people, having a

bank account, entering into contracts and suing and being sued separately.

Limited Liability:

The liability of the members of the company is limited to contribution to the assets of the

company upto the face value of shares held by him. A member is liable to pay only the uncalled

money due on shares held by him. If the assets of the firm are not sufficient to pay the liabilities

of the firm, the creditors can force the partners to make good the deficit from their personalassets. This cannot be done in the case of a company once the members have paid all their dues

towards the shares held by them in the company.

Perpetual Succession:

A company does not cease to exist unless it is specifically wound up or the task for which it was

formed has been completed. Membership of a company may keep on changing from time to time


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but that does not affect life of the company. Insolvency or Death of member does not affect the

existence of the company.

Separate Property:

A company is a distinct legal entity. The company's property is its own. A member cannot claim

to be owner of the company's property during the existence of the company.

Transferability of Shares:

Shares in a company are freely transferable, subject to certain conditions, such that no share-

holder is permanently or necessarily wedded to a company.When a member transfers his shares

to another person, the transferee steps into the shoes of the transferor and acquires all the rights

of the transferor in respect of those shares.

Common Seal:

A company is an artificial person and does not have a physical presence. Thus, it acts through itsBoard of Directors for carrying out its activities and entering into various agreements. Such

contracts must be under the seal of the company. The common seal is the official signature of the

company. The name of the company must be engraved on the common seal. Any document not

bearing the seal of the company may not be accepted as authentic and may not have any legal

force.

Capacity to sue and being sued:

A company can sue or be sued in its own name as distinct from its members.

Separate Management:A company is administered and managed by its managerial personnel i.e. the Board of Directors.

The shareholders are simply the holders of the shares in the company and need not be necessarily

the managers of the company.

One Share-One Vote:

The principle of voting in a company is one share-one vote i.e. if a person has 10 shares, he has

10 votes in the company. This is in direct distinction to the voting principle of a co-operative

society where the "One Member - One Vote" principle applies i.e. irrespective of the number of

shares held, one member has only one vote.

Meeting

In a meeting, two or more people come together to discuss one or more topics, often in a formalsetting.


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Definitions

An act or process of coming together as an assembly for a common purpose [1]

A meeting is a gathering of two or more people that has been convened for the purpose of

achieving a common goal through verbal interaction, such as sharing information or reachingagreement. [2] Meetings may occur face to face or virtually, as mediated by communicationstechnology, such as a telephone conference call, a skyped conference call or a videoconference.

Thus, a meeting may be distinguished from other gatherings, such as a chance encounter (notconvened), a sports game or a concert (verbal interaction is incidental), a party or the company offriends (no common goal is to be achieved) and a demonstration (whose common goal isachieved mainly through the number of demonstrators present, not verbal interaction).

Commercially, the term is used by meeting planners and other meeting professionals to denotean event booked at a hotel, convention center or any other venue dedicated to such gatherings. [2]

In this sense, the term meeting covers a lecture (one presentation), seminar (typically severalpresentations, small audience, one day), conference (mid-size, one or more days), congress(large, several days), exhibition or trade show (with manned stands being visited by passers-by),workshop (smaller, with active participants), training course, team-building session and kick-offevent.

Types of meetings

Common types of meeting include:

1. Status Meetings, generally leader-led, which are about reporting by one-waycommunication2. Work Meeting, which produces a product or intangible result such as a decision3. Staff meeting, typically a meeting between a manager and those that report to the

manager4. Team meeting, a meeting among colleagues working on various aspects of a team project5. Ad-hoc meeting, a meeting called for a special purpose6. Management meeting, a meeting among managers7. Board meeting, a meeting of the Board of directors of an organization8. One-on-one meeting, between two individuals9. Off-site meeting, also called "offsite retreat" and known as an Awayday meeting in the

UK10.Kickoff meeting, the first meeting with the project team and the client of the project to

discuss the role of each team member11.Pre-Bid Meeting, a meeting of various competitors and or contractors to visually inspect

a jobsite for a future project. The meeting is normally hosted by the future customer orengineer who wrote the project specification to ensure all bidders are aware of the detailsand services expected of them. Attendance at the Pre-Bid Meeting may be mandatory.Failure to attend usually results in a rejected bid


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Meeting frequency options

Since a meeting can be held once or often, the meeting organizer has to determine the repetitionand frequency of occurrence of the meeting. Options generally include the following:

y A one-time meetingis the most common meeting type and covers events that are self-contained.While they may repeat often, the individual meeting is the entirety of theevent. This can include a 2006 conference. The 2007 version of the conference is a stand-alone meeting event.

y A recurring meetingis a meeting that recurs periodically, such as an every Monday staffmeeting from 9:00AM to 9:30 AM. The meeting organizer wants the participants to be atthe meeting on a constant and repetitive basis. A recurring meeting can be ongoing, suchas a weekly team meeting, or have an end date, such as a 5 week training meeting, heldevery Friday afternoon.

y A series meetingis like a recurring meeting, but the details differ from meeting tomeeting. One example of a series meeting is a monthly "lunch and learn" event at a

company, church, club or organization. The placeholder is the same, but the agenda andtopics to be covered vary. This is more of a recurring meeting with the details to bedetermined.

Documents

Incorporation is the forming of a new corporation