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| Daniyal Sikander Dravot, Steward of the Imperial Republic of Shireroth, renders one thousand salaams in the name of: | | Daniyal Sikander Dravot, [[Steward]] of the [[Imperial Republic]] of [[Shireroth]], renders one thousand salaams in the name of: |
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| '''NOOR AS-SALAAM''', by the Kharenah of Zurvan, Qaisar Baanooye Sathratiye, to her subjects and retainers, greetings, and unto the gods of [[Shireroth]] undying and unthinking obsequience. | | '''NOOR AS-SALAAM''', by the Kharenah of Zurvan, Qaisar Baanooye Sathratiye, to her subjects and retainers, greetings, and unto the gods of [[Shireroth]] undying and unthinking obsequience. |
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| '''IMPERIAL DECREE 858:International Borders & National Security'''<br><br> | | '''IMPERIAL DECREE 859: '''<br><br> |
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| I. Joint-Stock Companies
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| #A joint-stock company is a private corporation registered with the Office of Bounties and Factorage.
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| #This decree applies to all joint-stock companies.
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| #In a joint-stock company the owners are not personally liable for any company debt or other obligations.
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| #A joint-stock company shall have share capital. The share capital shall be at least 5,000 Erb.
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| #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.
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| #A joint-stock company is the parent company, and another legal person is a subsidiary, if the joint-stock company
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| ::a. controls more than half of the votes for all shares in the legal person,
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| ::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,
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| ::c. owns shares in the legal person and has the right to appoint or dismiss more than half of the board of directors,
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| ::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.
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| :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
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| ::a. control more than half of the votes for all shares in the legal person,
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| ::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,
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| ::c. own shares in the legal person and has the right to appoint or dismiss more than half of the board of directors,
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| ::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.
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| :8. The parent company together with subsidiaries constitute a corporate group.
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| II. Founding and Registration
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| :1. A joint-stock company is founded by one or more founders. A founder shall be
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| ::a. a recognised and legally tolerated sentient being, or
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| ::b. a legal person founded according to law.
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| :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.
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| :3. When the joint-stock company is founded, the following actions shall be taken:
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| ::a. A draft for a memorandum of association shall be formed.
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| ::b. One or more of the founders shall assume all shares in the joint-stock company.
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| ::c. The shares shall be paid to the company.
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| ::d. The founders shall complete, date and sign the memorandum of association.
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| ::e. The board of directors shall apply for registration.
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| ::f. The joint-stock company is formed when the memorandum of association is signed by all founders.
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| :4. In the memorandum of association the founders shall include
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| ::a. the nominal price of each share,
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| ::b. the complete name and residence of each member of the board of directors,
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| ::c. any special circumstances regarding the company, and
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| ::d. whether anyone shall receive special rights or privileges in the company.
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| :5. The nominal price in 4 a. may not be lower than the nominal value of the share.
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| :6. The memorandum of association shall include articles of association, drafted in accordance with Chapter III.
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| :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.
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| :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.
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| :9. No claims or challenges against the conditions in the memorandum of association may be made after the company has been registered.
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| :10. The payment for a share may not be lower than the nominal value of the share.
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| :11. The payment for a share shall be made within one week to the bank account of the joint-stock company.
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| :12. The board of directors shall register the company within two weeks after the signing of the memorandum of association.
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| :13. The company may only be registered if
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| ::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
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| ::b. the incorporation has been conducted in accordance with law.
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| 14. If no registration is made, the formation of the company becomes null and void.
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| III. Articles of Association
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| :1. The articles of association shall include
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| ::a. the legal name of the company,
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| ::b. the seat of the board of directors,
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| ::c. the object of the enterprise,
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| ::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,
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| ::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,
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| ::f. the number of directors on the board, or a range with a minimum and a maximum,
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| ::g. how to call an Annual Meeting of Shareholders, and
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| ::h. the financial year.
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| :2. Changes in the articles of association are made by the Meeting of Shareholders.
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| :3. Changes in the articles of association shall be registered with the relevant authorities.
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| IV. Shares
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| #All shares are equal, except as prescribed in 2.
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| #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.
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| #No class of shares may award more than ten times the votes as any other class of shares.
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| #The articles of association may provide for the transformation of shares from one class to another.
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| #The articles of association may require the consent of the company for shares to be transferred to a new owner.
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| #The articles of association may provide for the right of a shareholder to buy an offered share before external buyers.
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| #The articles of association may provide for the right of a shareholder to buy a share purchased by an external buyer.
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| #All joint-stock companies shall keep a record of all shareholders, including the number of shares they hold.
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| V. Shareholder Rights
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| #The right for shareholders to control and direct the company is exercised at a Meeting of Shareholders.
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| #All shareholders included in the record of shareholders have a legal right to attend the Meeting of Shareholders.
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| #A shareholder may vote for all shares he or she owns, unless the articles of association provides otherwise.
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| #A Meeting of Shareholders shall be held at least once per year.
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| #The board of directors call meetings of shareholders, and must call all shareholders and do so at least one week prior to the meeting.
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| #Decisions at meetings of shareholders are made by majority vote.
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| #The chairman of the board of directors shall cause minutes to be held at meetings.
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| #The board of directors must be appointed and dismissed by the Meeting of Shareholders.
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| #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.
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| #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.
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| VI. Liquidation
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| #The Meeting of Shareholders can decide to put the company into liquidation.
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| #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.
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| #A public court shall decide to put the company into liquidation if
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| ::a. it consistently does not comply with applicable rules and regulations issued by competent authorities,
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| ::b. it consistently cannot pay its creditors,
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| ::c. the share capital is consistently less than that required in the articles of association and the company has not rectified the situation, or
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| ::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.
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| #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.
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| #All liquidations shall be overseen by a court appointed administrator.
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| #During liquidation, any creditors shall within one week apply for compensation to the administrator. The administrator shall compensate the creditors in the following order:
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| ::employees,
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| ::public creditors,
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| ::suppliers,
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| ::other creditors,
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| ::stock owners
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