Imperial Decree 860

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Daniyal Sikander Dravot, Steward of the Imperial Republic of Shireroth, renders one thousand salaams in the name of:

NOOR AS-SALAAM, by the Kharenah of Zurvan, Qaisar Baanooye Sathratiye, who, by this Imperial Decree, gives unto her subjects and retainers, greetings, and unto the gods of Shireroth, undying and unthinking obsequience.

Know that We, Mibaradardam be Khorshid va Mah Minamaz dadanam Zurvan, have in the first place dedicated to Zurvan this Decree which by his Kharenah is confirmed for Us and our heirs forever.


IMPERIAL DECREE 860: Joint-Stock Companies

I. Joint-Stock Companies

  1. A joint-stock company is a private corporation registered with the Office of Bounties and Factorage.
  2. This decree applies to all joint-stock companies.
  3. In a joint-stock company the owners are not personally liable for any company debt or other obligations.
  4. A joint-stock company shall have share capital. The share capital shall be at least 5,000 Erb.
  5. If the share capital is divided into multiple shares, each share represents an equal part of the share capital. The stock's share of the share capital is the share's nominal value.
  6. A joint-stock company is the parent company, and another legal person is a subsidiary, if the joint-stock company
a. controls more than half of the votes for all shares in the legal person,
b. owns shares in the legal person and because of a contract with other owners control more than half of the votes for all shares,
c. owns shares in the legal person and has the right to appoint or dismiss more than half of the board of directors,
d. owns shares in the legal person and has the right to exercise a decisive influence over it due to a contract with the legal person or because of a clause in the articles of association of the legal person.
7. A legal person is a subsidiary to the parent company, if another subsidiary to the parent company or the parent company together with one or several subsidiaries or several subsidiaries together
a. control more than half of the votes for all shares in the legal person,
b. own shares in the legal person and because of a contract with other owners control more than half of the votes for all shares,
c. own shares in the legal person and has the right to appoint or dismiss more than half of the board of directors,
d. own shares in the legal person and has the right to exercise a decisive influence over it due to a contract with the legal person or because of a clause in the articles of association of the legal person.
8. The parent company together with subsidiaries constitute a corporate group.


II. Founding and Registration

1. A joint-stock company is founded by one or more founders. A founder shall be
a. a recognised and legally tolerated sentient being, or
b. a legal person founded according to law.
2. A minor, a person involved in a bankruptcy or a person who is legally barred from operating a company may not be a founder.
3. When the joint-stock company is founded, the following actions shall be taken:
a. A draft for a memorandum of association shall be formed.
b. One or more of the founders shall assume all shares in the joint-stock company.
c. The shares shall be paid to the company.
d. The founders shall complete, date and sign the memorandum of association.
e. The board of directors shall apply for registration.
f. The joint-stock company is formed when the memorandum of association is signed by all founders.
4. In the memorandum of association the founders shall include
a. the nominal price of each share,
b. the complete name and residence of each member of the board of directors,
c. any special circumstances regarding the company, and
d. whether anyone shall receive special rights or privileges in the company.
5. The nominal price in 4 a. may not be lower than the nominal value of the share.
6. The memorandum of association shall include articles of association, drafted in accordance with Chapter III.
7. The founders shall claim their shares in the memorandum of association and is binding on the claiming founder when all founders have signed the memorandum.
8. If shares have been claimed with conditions not included in or incompatible with the memorandum of association, such conditions shall be considered null and void.
9. No claims or challenges against the conditions in the memorandum of association may be made after the company has been registered.
10. The payment for a share may not be lower than the nominal value of the share.
11. The payment for a share shall be made within one week to the bank account of the joint-stock company.
12. The board of directors shall register the company within two weeks after the signing of the memorandum of association.
13. The company may only be registered if
a. all shares have been paid by the founder or founders and the share capital corresponds to the share capital stated in the articles of association, and
b. the incorporation has been conducted in accordance with law.

14. If no registration is made, the formation of the company becomes null and void.


III. Articles of Association

1. The articles of association shall include
a. the legal name of the company,
b. the seat of the board of directors,
c. the object of the enterprise,
d. the share capital, either in absolute terms or given as a range with a minimum and a maximum, where the minimum may not be lower than one-fourth of the maximum,
e. the number of shares, either in absolute terms or, if the share capital is given as a range, as a range with a minimum and maximum, where the relationship between the minimum and maximum is equal to that between the minimum and maximum share capital,
f. the number of directors on the board, or a range with a minimum and a maximum,
g. how to call an Annual Meeting of Shareholders, and
h. the financial year.
2. Changes in the articles of association are made by the Meeting of Shareholders.
3. Changes in the articles of association shall be registered with the relevant authorities.


IV. Shares

  1. All shares are equal, except as prescribed in 2.
  2. The articles of association may provide for different classes of shares, and must describe the nature of the difference as well as the number of each type of shares.
  3. No class of shares may award more than ten times the votes as any other class of shares.
  4. The articles of association may provide for the transformation of shares from one class to another.
  5. The articles of association may require the consent of the company for shares to be transferred to a new owner.
  6. The articles of association may provide for the right of a shareholder to buy an offered share before external buyers.
  7. The articles of association may provide for the right of a shareholder to buy a share purchased by an external buyer.
  8. All joint-stock companies shall keep a record of all shareholders, including the number of shares they hold.


V. Shareholder Rights

  1. The right for shareholders to control and direct the company is exercised at a Meeting of Shareholders.
  2. All shareholders included in the record of shareholders have a legal right to attend the Meeting of Shareholders.
  3. A shareholder may vote for all shares he or she owns, unless the articles of association provides otherwise.
  4. A Meeting of Shareholders shall be held at least once per year.
  5. The board of directors call meetings of shareholders, and must call all shareholders and do so at least one week prior to the meeting.
  6. Decisions at meetings of shareholders are made by majority vote.
  7. The chairman of the board of directors shall cause minutes to be held at meetings.
  8. The board of directors must be appointed and dismissed by the Meeting of Shareholders.
  9. The Meeting of Shareholders may provide for the creation of and offer of new shares, in accordance with the articles of association and other applicable laws.
  10. The Meeting of Shareholders may provide for the payment of dividends per share. All shareholders must be treated equally, except as provided for by the class of share they hold.


VI. Liquidation

1. The Meeting of Shareholders can decide to put the company into liquidation.
2. A decision to put the company into liquidation is valid if more than half of all votes are in favor, unless a larger majority is required in the articles of association.
3. A public court shall decide to put the company into liquidation if
a. it consistently does not comply with applicable rules and regulations issued by competent authorities,
b. it consistently cannot pay its creditors,
c. the share capital is consistently less than that required in the articles of association and the company has not rectified the situation, or
d. if the articles of association prescribe that the company shall be put into liquidation if certain conditions are met and those conditions have been met.
4. The company shall be put into forced immediate liquidation if the share capital is less than half of that proscribed in the articles of association.
5. All liquidations shall be overseen by a court appointed administrator.
6. During liquidation, any creditors shall within one week apply for compensation to the administrator. The administrator shall compensate the creditors in the following order:
a. employees,
b. public creditors,
c. suppliers,
d. other creditors,
e. stock owners


IN WITNESS OF THE SUBLIME MAGNIFICENCE OF OUR LADY THE RADIANT SUN WHEREOF We have caused the Seal of the Steward to be affixed to this Decree which We have signed with Our Hand. Given at the Keep this Twelfth day of Fasmas in the year after the death of Norton one thousand six hundred and forty-six.

DRAVOT

Office of the Steward