Single Member Company Research Articles

Komparasi Regulasi Tentang Perseroan Terbatas Perseorangan Bagi Usaha Mikro Dan Kecil Negara Indonesia Dan United Kingdom

Limited Liability Company, hereinafter referred to as the Company based on Law no. 6 of 2023 is a a legal entity which is a capital partnership, established based upon an agreement, carrying out business activities with an authorized capital wholly divided into shares or Individual Legal Entities that meet the criteria of Micro and Small Scale Businesses as regulated under laws and regulations on Micro and Small Scale Businesses. This research was carried out using a normative juridical approach that is descriptive in nature starting from the regulation regarding single member companies, establishments, and organs contained in single member company in Indonesia and the comparisons with the United Kingdom. The purpose of this paper is to make a comparison of the regulations governing single member companies in Indonesia and the United Kingdom.
 Keywords: single member companies; micro and small scale businesses; comparison.

The Client as a Source of Institutional Conformity for Commitments to Core Values in the Auditing Profession*

ABSTRACTBased on an analysis of questionnaire data from a large sample of certified auditors, we examine how the main type of client being served influences auditor conformity to the core values of their profession. We contrast auditors of (primarily) listed companies with auditors of (primarily) single member companies, that is, limited liability companies with a single owner who typically is also the only employee of the company. We show that these two groups of auditors differ in the extent to which they hold certain values important (i.e., show compliance) and in the closeness with which these values are held within each group of auditors (i.e., show convergence). Our results also demonstrate that the type of client predominantly served by an auditor is relevant for explaining variation in professional values both within and between organizational contexts. In addition, we offer a new theoretical approach to classifying auditors and analyzing their commitment to core values of the profession. We analyze commitment to values via both compliance and convergence, two often overlooked aspects of conformity to value commitments in professions.

Basels of choice of the strategy forming corporate culture on machine-building enterprises of Ukraine

The article considers the basics of choosing the strategy of forming corporate culture at the machine-building enterprises of Ukraine. The types of corporate strategies as the basis for the formation of the strategy of corporate culture are revealed; types of types and strategies of corporate culture, key features of the strategy, principles and effectiveness of the construction and implementation of the strategy from them have been worked out. The stages of corporate strategy of a diversified and business strategy of a one-profile company are developed. A business strategy for single-member companies and its elements, types is considered. The mechanism of strategy development for a one-company company, as well as types of business strategy, their competitive advantages and disadvantages are presented. Strategy of formation of corporate culture at machine-building enterprises is a new phenomenon, it is included gradually, therefore there are problems in its formation. It is impossible to plan a strategy for a permanent period of existence of the enterprise. The situation at the machine-building enterprises is changing very quickly and requires a faster adaptation of the strategy.

Unification, Harmonisation and Competition in European Company Forms

The main tools for the convergence of company law are full legal unification, mere harmonisation, and regulatory competition. The article uses this framework to study both the existing and the proposed European company forms (ECFs): the European Company, the European Cooperative Company, the European Private Company and the Single Member Company. All ECFs aim at legal unification, but none of them are endowed with comprehensively unified legal regimes; their regulation is patchy and stratified and suffers from heavy referencing to national law in crucial areas such as corporate governance and corporate groups. It is therefore no surprise that ECFs have failed to win the favour of European entrepreneurs, and the data on the diffusion of ECFs are not encouraging: a large proportion of the few registered ECFs are in fact only shell companies, and most of the operating ECFs are found only in selected parts of central Europe. This failure is the result of high setup, legal and reputational costs, not offset by sufficiently important benefits. The roots of the fiasco go deeper, however, as regulatory protectionism impedes the adoption of attractive supranational company forms. While acknowledging that forcing further cooperative convergence could be not only costly but also ineffective, it must be noted that to some extent non-cooperative convergence is already occurring, at least with reference to national company forms suitable for small companies. Here, in contrast with the cooperative/supranational level, the non-cooperative mechanism of regulatory competition needs not inevitably turn into regulatory protectionism but can instead be a positive source of emulation, causing the diffusion of effective national company forms and leading ultimately to spontaneous legal convergence without supranational intervention. EU company law makers should consider that in the field of ECFs no law might be better than bad law, thus avoiding the path of cooperative adaptation and trusting the uniforming force of regulatory competition instead.

Societas Unius Personae from the Italian Perspective

SUMMARY : I. Introduction - II. The Single Member Companies in Italy – III. The Italian Register of Companies – IV. The Incorporation procedure of the company in Italy - 1. Required information and pre-conditions for the registration – 2. Articles of Association and registration procedure – 3. Activities before registration an nullity of the company - V. Member’s contribution, share capital and creditors’ protection – 1. – Member’s contribution to the SUP – 2. An SUP’s legal capital – 3. Distributions to the single member and creditors’ protection – VI. SUP’s Transfer of seat: brief remarks – VII. Conversion and transformation into and from an SUP - 1.- Conversion and transformation into an SUP – 2. – Conversion and transformation from an SUP - VIII. The Groups of Companies - 1. Report of the Reflection Group on the Future of EU Company Law - 2. The current situation in Italy - 3. The indirect effect of the Proposal on the harmonization of European Law regarding Groups of Companies - IX. The Shareholder’s Instructions - X. Un-resolved European Issues – XI. A brief concluding Observation

Whether the idea of Single Member Company (SMC), is a device to exploit and to avoid the corporate liability by the Capitalist? A critical Analysis of Section 160 of (Pakistan) Companies Ordinance, 1984

The concept of Single Member Company (the “SMC”) was introduced in Company law of Pakistan in 2002. However, besides having created anomalies within the existing legislation that have already been analyzed by different academics, there remains potential for abuse of the concept of separate legal entity and/or the doctrine of limited liability at the hand of the single member of the SMC. In this view of matter, this article proposes to review the Section 160 of Companies Ordinance, 1984 to argue that there is no provision in the law in Pakistan to effectively place a mechanism of checks and balances so as to reduce the risk of escaping the corporate liability by the SMC in Pakistan. In the same context, this article also dilates upon the inadequacies of SMC legislation in relation to the concept of social, economic and environmental responsibilities of corporate entities.

Considerations on the economic effect of the new Turkish commercial code provisions regarding single member companies

This article deals with both legal and economic analysis of the new Turkish Commercial Code provisions regarding single member companies. In this respect, legal provisions of the Turkish Commercial Code are examined and compared not only with the Twelfth European Union Directive and Societas Unius Personae, but also regulations of the European Union member states. Since single member companies are to be established as limited liability companies under Turkish law, this article considers the benefits of the limited liability form that can be applied to single member companies in the framework of firm theory. It also examines the benefits and risks of single member companies in terms of transaction costs and assesses the safeguards against the risks in this regard. Finally, an evaluation is made in the light of the data collected relating to the number of companies established after the new Turkish Commercial Code entered into force.

Response to the European Commission’s Action Plan on Company Law and Corporate Governance

The members of the former Reflection Group on the Future of EU Company Law, which published its report in April 2011, decided to publish their views on the “Action Plan on European Company Law and Corporate Governance” of the European Commission of 12 December 2012 as well as subsequent and related developments. We support the Action Plan and note that it has endorsed many proposals included in the report of the Reflection Group. However, some proposals have not been included, although they might be considered at a later stage (loyalty shares, review of the role of independent directors, the Single Member Com-pany), and we reiterate our support for them. On the issue of cross border transfer of seat, we regret that the Commission is not more ambitious. We also reiterate our support for substantive measures in areas related to cross-border operations of companies, including improving cross border shareholder identification. We also support strong monitoring of whether a company has complied with a corporate governance code or, if it has not, it has provided a good quality explanation therefor, rather than imposing substantive regulation. In general, in the areas where substantive regulation is necessary, we call on the Commission to move carefully.

Comparative Single-Member Companies of Germany, France and England: A Recommendation to Ethiopia

A single shareholder may establish a single-member company for a number of reasons. This unique business, among others, gives an opportunity to limit the sole shareholder's liability and it also provides an administrative simplicity to its establishment. Historically, as was the case in other countries,the Legislature in Germany, France and England generally were not ready to recognize a one-man corporation. The coming into effect of the 12th Company Law Directive, EC, 89/667/EEC, aimed principally at harmonization of company laws among members, changes the status qua and now one can easily witness the inclusion of such form of company in these countries. Ethiopia, a civil law country, allows two or more individuals to form a company and partnerships. As international investment and domestic trade grows domestically, the law recognizes two forms of companies-Private Limited Company and Share Company- and fail to provide a wider and happier business environment for stakeholders. Reviewing the Ethiopian Commercial Code of 1960 becomes imperative when one considers the advantages of a single-member company to investors, traders, and the country in general. This research focuses first on the meaning and its distinct characteristics,development, problems and legislative remedies and purposes of single-member companies. It will also dwell on how a one-man corporation is established, managed and generally regulated in Germany, France and England. The last part devoted to Ethiopian company law and recommendations.

Legislative Transplant of Single Member Company in Islamic Republic of Pakistan: Anomalies in the Companies Ordinance, 1984

The myth of the new idea of single member company (SMC) is to give a boost to the economy of sole proprietor form of business organization by extending the privileges available to other corporate personalities.1 Yet, the intricacies of this emerging concept are much different from the well-developed juristic philosophy of multimember corporations. In this context, this article attempts to prove that the manner of legislative transplant of this idea in the existing Company Law of Pakistan has resulted in conceptual fault lines leading to multiple anomalies in the corporate legal system. In the end, it concludes that a suitable, separate and handy legislative enactment is a must to broacher this new idea in the legal and commercial fraternity to let the country bear more fruits; or in alternative, if the primary law is suitably amended to bring the same legislatively coherent.

A Comparative Study of Legal Framework for Single Member Company in European Union and China

Following the policy of “reform and opening up” since 1978, China has experienced a prolonged and impressive period of economic growth and development in the past nearly three decades. The 2005 Chinese new Company Law which was resulted from the economic and legal reform came into force on January 1 st 2006. It is the milestone of recognition to the legal state of single member company in law for the first time in China. While in Europe, it has been commonly recognized by most countries thanks to the EU company law, especially the Single Member Company directive. This article is to explore the peculiarity and similarities between legal system of Single Member Company in Europe and China by analyzing and compare some key provisions in each legal system, thus to shed light on the advantages and drawbacks of the current legal system, so as to inspire law makers in the future.

Single Member Companies in Turkish Law

In this article, firstly, we examine the general rules regarding single-member companies in Turkish law and later examine the proposed changes in the Draft Commercial Law Bill. Secondly, the comparative examination of single-member companies is made in order to understand different approaches to this new institution. Thirdly, we examine the reasons for single-member companies and the dangers for creditors they create in practice. The final section of this article examines safeguards to the problems that single-member companies might create. The article is concluded by questioning if Turkish law employs efficient safeguards to protect creditors.