第1个回答 2012-02-09
In 1892, according to the British company he founded, the salomon Co., LTD, was only seven shareholders salomon company, and his wife, daughter for salomon and four sons, the company directors and by salomon two sons as. After the establishment of the company, and his shoe store salomon £ 38782 transfer pricing in the company, the company to pay 8782 pounds salomon cash, another 10000 pounds for the company owes to salomon's debts, issued by the company to salomon l0000 pound guarantee company debts, as the rest of the price of the shares subscribed for salomon, since then, the company has issued one pound per share shares 20007 shares, his wife and five children each have 1 shares, I have 20001 shares salomon, this basically is to achieve a law at the time of the prescribed minimum shareholders seven.
The company soon get into trouble, a year after the company to conduct liquidation. The liquidation, the company debt for 17773 pounds, the company assets for 10000 pounds, if the company pay off a salomon's have the creditor's rights, the other unsecured creditors will be nothing. The liquidation of the company people who favor the company is actually the shoe store of his career salomon, company organization but is expected to cause not smooth salomon to evade debts and set, so request the debts salomon, denied to the company the collateral debt salomon the misdeed. First trial court and the court of appeal all think, salomon company is just the embodiment of salomon, agent, the company's money is salomon money, no reason to return money to salomon, thus ruling should pay off unsecured creditors salomon's debt. But, the upper house overthrew the trial courts and appeal the decision of the court, the British upper house agreed that the company is legal and effective salomon set up, because the laws require only seven members and holding at least a share each as a company set up conditions, and for these shareholders are independent, participation in management, it is not to make well documented.
From a legal point of view the company once registered, become a different from salomon legal legal person, have their own independent right and obligation, with its independent property shall undertake all responsibility, shareholders are not the obligee for unlimited liability, but only is limited to its investors enjoy limited liability, so the company and salomon creditors does not bear any responsibility, in this case, is the only shareholders salomon company, is also the company's creditors enjoy the obligee's rights, has the dual identity, its holdings of guarantee company debt should priority be in the unsecured creditor's rights be repaid, although there is no doubt that salomon to enjoy the preferential and establishment of a limited liability company, the shareholders of a company in addition to the salomon, are falling, but shareholders negative limited liability, it is the law gives shareholders' legal rights and interests, want to accord with the establishment of the company conditions, the company and its shareholders and separation and become an independent legal subject, shareholders and the company of between rights and obligations by the articles be confirmed so. -finally, court decisions for the liquidation of the company after salomon all property.