CBL-JD24

Which of the following is NOT a fundamental feature of a general partnership? 

• Unlimited liability for general partners 

• Ability to own property in the partnership's name 

• Jointly and severally liable for debts 

• Requirement for a company secretary 

From the purpose of tax perspective, what must a sole proprietorship do if it meets certain turnover threshold? 

• Register as a private limited company 

• Register with the General Department of Taxation as a self-assessment taxpayer 

• Obtain a business license from the local government 

• File an annual report with the Ministry of Commerce 

What is the key difference between Articles of Incorporation and Shareholders' Agreement? 

• Articles of Incorporation is a private party contract, whereas Shareholders' Agreement is a matter of public record. 

• Articles of Incorporation must be provided to and approved by the Ministry of Commerce, whereas Shareholders' Agreement need not be. 

• Articles of Incorporation defines the rights and obligations of the shareholders, whereas Shareholders' Agreement does not. 

• Articles of Incorporation is for public limited companies, whereas Shareholders' Agreements is for private limited companies 

According to the 2022 amendments to the Law on Commercial Enterprises, what is the requirement for the liquidator in the liquidation process of a general partnership or limited liability company? 

• The liquidator must be a licensed auditing firm or a licensed accounting firm recognized by the Accounting and Auditing Regulator. 

• There is no requirement for a specific type of liquidator 

• The liquidator must be a court-appointed official. 

• The liquidator must be a former director or shareholder of the company. 

What is the legal consequence for an individual who enters into a contract on behalf of a company before it comes into existence? 

• The company is automatically bound by the contract. 

• The individual is not liable for the contract 

• The individual is personally bound by the contract until the company adopts it 

• The contract is voidable at the company's discretion 

What distinguishes the concept of Liquidation from Dissolution? 

• Dissolution is a voluntary process, whereas liquidation is mandatory. 

• Liquidation occurs after dissolution 

• Dissolution refers to the sale of assets, whereas liquidation refers to ceasing operations 

• Liquidation involves paying off debts before the company ceases to exist 

Which document initiates the liquidation process, yet does not terminate the company's legal existence? 

• Certificate of Dissolution 

• Certificate of Incorporation 

• Certificate of Intent to Dissolve 

• Articles of Dissolution 

What is the main purpose of a "derivative action" under the Law on Commercial Enterprises? 

• To allow shareholders to sue the company's directors for breach of fiduciary duty 

• To allow the company to sue third parties who have caused harm to the company 

• To allow the company to sue its own shareholders for unpaid capital contributions 

• To allow the company to sue its own employees for misconduct 

Under Article 137 of the Labor Law, which of the following statements is correct about normal working hours? 

• Normal working hours of employee are ten (10) hours or forty-eight (48) hours per week 

• Normal working hours of employee are divided into two (2) working schedules for full and part time employees 

• Normal working hours of employees are freed to established by the Company capped in fifty (50) hours per week 

• Normal working hours of employees are eight (8) hours per day or forty-eight (48) hours per week 

Under Article 73 of the Labor Law, an FDC cannot be termiated before its expiration date, except:

(i) Upon mutual agreement by way of a separate termination agreement signed by both employee and employer in the presence of a labor inspector.

(ii) In an event of force majeure or ‘serious misconduct’ by the employee.

(iii) Upon a prior notice made by the employee.

(iv) When the employer face economic crisis. 

• All of above 

• Both (i), (ii) and (iii) 

• Both (i) and (ii) 

• None of the above