Education Sector In India - Legal Perspective & Analysis

 Education Sector In India - Legal Perspective & Analysis

                   

Introduction

Education, in simple parlance, means to impart knowledge and make it available to others. The word has been derived from the Latin word "education" which means "bring up". Thus, education means to bring out what is within you. The term 'education' refers to levels of education, and includes access to education, the standard and quality of education, and the conditions under which it is given.

It is an expression of knowledge that a person brings out from within himself and imparts it to the other. The meaning of education in social codes and manners, from as early as the 1610s, was "systematic schooling and training for work"2. Hence, education has always meant delivering knowledge, knowhow and skills in an organized place.

Education, in its broadest sense, is the most crucial input for empowering people with skills and knowledge and giving them access to productive employment in future.3 It is education that brings out the best in a man. It is training that teaches a man the art of conducting himself in the society, in the best possible manner and with discipline.

The significance of education has been well explained in the case of Brown V. Board of Education 4, in following words:

"It is the very foundation of good citizenship. Thus, today education is the principal instrument in awakening the child to cultural values and grooming him for professional training and in helping him to adjust normally to his environment."

Thus, education does not only make a person knowledgeable, but also grooms him to adopt his culture and values, to be practiced in the righteous manner.

Right to education has now become a fundamental right under Article 21A of the Constitution of India, although, the United Nations (UN) Conventions and Principles recognized this right many years ago. Universal Declaration of Human Rights (UDHR), which was adopted in 1948 also recognizes the Right to Education under its own Article 26.5

The said Right to Education has also been recognized under Article 136 by the International Covenant on Economic, Social and Cultural Rights (ICESCR) India is under obligation to implement the provisions of the Convention against

Discrimination in Education,

 which was adopted on December 14, 1960 by the General Conference. It provides for the role of international organizations in the implementation of the right to education, which is just not limited to the preparation of documents and conducting conferences and conventions, but it also undertakes the operational programs, assuring access to education of refugees, migrants, minorities, indigenous people, women and handicaps.

Article 46 of the Indian Constitution states that, "The State shall promote, with special care, the education and economic interests of the weaker sections of the people, and, in particular of the Scheduled Castes and Scheduled Tribes, and shall protect them from social injustice and all forms of social exploitation.

" Articles 330, 332, 335, 338 to 342 and the entire Fifth and Sixth Schedules of the Constitution deal with special provisions for implementation of the objectives set forth in Article 46. Similarly, Articles 30(1) provides for the rights of the minorities to establish and administer educational institutions of their choice. These provisions need to be fully utilized for the benefit of these weaker sections in our society.

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The essence of Transfer of Technology Contract:

The essence of Transfer of Technology Contract:

The essence of Transfer of Technology Contract: Article No.73 of the new Commercial Law defined the Transfer of Technology Contract that it is an agreement in which the supplier of technology undertakes to transfer in exchange of technical information to the importer of technology to use it in a special technical way, for the production or development of a specific commodity, the FIND MORE LEGAL ARTICLES Type any word(s) SEARCH installation or operation of machines or equipment, or for the provision of services.


 Accordingly, the Transfer of Technology Contract is an agreement by which the supplier obliges to transfer the technical information which will be used for the production of commodities and services, either such technical information is related to what is known as product technology (i.e. knowledge which targets the production of a specific product) or is related to the technology of production process (i.e. special technology of the production method).


 The mere sale, purchase, lease, or rental of commodities or trademarks shall not be considered a transfer of technology, unless this is set forth as part of, or is connected with the transfer- of – technology contract. Technology is a group of information to be used for the production of commodities and services. The mere sale, purchase or lease of commodity or service shall not be considered a transfer of technology; and the sale of trademarks or brands, or the issue of license to use them shall not be considered a transfer of technology.


This shall be considered as kind of tenancy. The provisions of Law, however, shall apply to every sale or lease of trademarks or brands if such sale or lease is part of the transfer of technology process either done by one contract or separate contracts. The purpose of such is to prevent any fraud of provisions of law.

Such prevention comes into force by including the banned restricted conditions in the Transfer of Technology Contracts in sale or lease of trademarks or tradenames. What must be considered in drafting the Transfer of Technology Contract:- In drafting, The Technology Transfer Contract shall be concluded in writing, otherwise it shall be null and void. (Article No.74/1 of the Egyptian Commercial Law) The contract shall include a statement of knowledge elements and their consequences thereof which transferred to importer of technology.


 Such statement may be mentioned accompanied by feasibility studies, instructions, designs, engineering drawings, maps, pictures, computer programs and other documents that elaborate knowledge in appendices enclosed with the contract and considered as an integral part of it. In other words, the contract shall include all elements of the technological knowledge and accessories thereof, and that means it is necessary to include in the contract all the required information in order for the importer to absorb the transferred technology.


 In drafting the contract, for the protection of national interests and the favor of the projects of importing technology, the law sets a regulation so called “restrictive conditions” which brings great damages to the interests of importing technology projects. Whereupon, the law categorized such conditions into two sections, some of which subject to nullification rules and some others subject to the judicial discretion of court.


The restriction condition on the right of importer to determine the quantity of production is one of the conditions that shall be deemed null and void, and the second section of such conditions that lay their nullification aside are: The approval of refinements, which the supplier adds to the technology and pays its value. The prohibition of adding refinements or amendments to technology to cope with the local circumstances or the importer’s firm circumstances, and the prohibition of getting other technologies which are identical or competitive to the technology of place of contract.

 The usage of specific trademarks to distinguish commodities, which used the technology in their production. The restriction of production volume, price or the way of distribution or exportation. The supplier’s participation in managing the importer’s firm or the supplier’s intervention in selecting permanent employees thereof. The purchasing of raw materials, equipment, machinery, devices or spare parts for the operation of technology received from supplier only or from his appointed firms exclusively.

 The supplier or his appointed persons only have the right to sell the production or to assign it to others. And that unless any of such conditions are included in the Transfer of Technology Contract for the purpose of protecting the product consumers or protect legitimate and new interest for the supplier of technology. Obligation of the supplier of the technology: Egyptian Trade Law, (Article 76) obligates the supplier of the technology to expose to the importer in the technology contract or through negotiations ahead of its conclusion the following:

 A-The risks that may arise from the use of technology, in particular as regards to the environment, public health, or the safety of life or money, and shall inform him what he knows from means to prevent such risks.

 B-Lawsuits and other obstacles that may impede the use of technology-related rights, particularly those relating to patents.

 C-Provisions of domestic law on the authorization of the export of technology. And in order to ensure that the importing Party assimilated the technology in contract, Article 77 from the Trade Law obliged the technology supplier to provide the importer all of the data and information and other technical documents for assimilation of technology, accordingly, the Transfer of Technology Contract stipulates that:

 The supplier shall submit to the importer the information, data, and other technical documents as required for assimilation of technology, and also the necessary technical services to be requested by the importer for the operation of the technology, particularly expertise and training. The supplier shall inform the importer of the improvements he might introduce to the technology during the validity period of the contract, and shall transfer these improvements to the importer if the letter requests him to do so.

The Transfer of Technology Contract in the Egyptian Law: The Governing Rules In order to ensure continuity of the project and in order not to stop it, Article 98 obligates the supplier to provide spare parts upon request of the importer. Accordingly, the contract shall stipulate supplier’s obligation for the validity period of the contract – to provide the importer according to his request of spare parts produced and needed or devices used in the operation of the facility. If the supplier does not produce these items in his establishment, the importer must know the sources of their acquisition.

 The Transfer of Technology Contract shall include, when drafting, the text on the obligations of the importer, in accordance with the provisions of the Article 79, the importer shall comply with the right to use the technology a number of employees technical know-how and to ask for technical experts whenever necessary, the selection of these workers or experts should be from Egyptians living in Egypt or abroad whenever available. And that the importer shall introduce the supplier by the provisions of the national legislation relating to the technology import (Article 80) and the importer shall be obliged not to assign it to a third party unless agreed by the supplier, and Article 82 obligates the importer the following: The importer shall pay the charges for the technology and the improvements introduced to it, at all the times and places as agreed.


 The charges may be a total amount payable altogether or in several installments. They may also be a share in the capital invested in operating the technology or a portion of the yield of this operation. The charges may as well be in the form of a certain quantity of the commodity in which the technology is used for its production, or a primary material the importer produces and undertakes to export to the supplier.


 The importer to preserve the technology confidentiality obtained and the improvements thereto, and the state in the contract shall include the compensation for damage arising from the disclosure of such confidentiality, whether it is disclosed by the importer or by the supplier (Article 83). It shall be agreed that the technology importer solely has the right to use it and trade in production this shall be determined by a specific geographical area and specific agreed terms and including the supplier, matching the technology and the documents attached thereto to the terms of the contract. The contract stipulates the liability of the supplier and the importer without their solidarity for the damage caused to persons and money arising from the use of the technology or the goods arising from their application.

 Termination of the contract: Article 86 of the Trade Law legalized for each of the parties of the Transfer of Technology Contract after the expiry of five years from the date of the contract may request its termination or reconsidering its conditions to be amended in order to adapt it to the prevailing economic conditions, this request may be repeated whenever five years have elapsed unless otherwise agreed upon. Jurisdiction: According to Article 87 of the Trade Law, Egyptian courts are competent to adjudicate disputes arising from the Transfer of Technology Contract. In all cases and according to the provisions of Article 87(2), settlement of dispute shall be in accordance with the provisions of the Egyptian law and shall void any agreement contrary to that. However, the parties to the contract can enclose the state on settlement of the disputes amicably or through arbitration in Egypt.

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Common Legal Fee Structures for Establishing a Business Entity

Common Legal Fee Structures for Establishing a Business Entity

Common Legal Fee Structures for Establishing a Business Entity In order for a business owner or a new business entity creator to further his or her plans in the commerce world, it is vital that he or she is aware of various legal aspects. One of these is the structure of legal fees and how to stretch his dollars. There are alternative and standard formats for common legal fees and billing.


This means researching what methods are available, and how they are most put to use for the owner or partners of the new company. Some have risks, but the benefits could outweigh these concerns based on which is most compatible with the business entity being established. One of the most important aspects of dealing with legal fees, structures and establishing a new business entity is hiring a lawyer.


These legal representatives often have the insight and experienced needed so that research and energy wasted in attempting to try different approaches is removed from the situation. When a business has clients that expect value for goods and services, legal complications arise often. This means for clients and associates, that the value of what is supplied must exceed the actual monetary amount for the person or company to feel it was beneficial and a positive experience. This is more easily handled through lawyer assistance.


 The Fixed Fee Explained When providing services for legal matters, or when a business is established, some clients may have fixed fees for the situation. This means that a pre-arranged amount is paid upfront by the owner so that money is given for completed work. When this is the route taken, there are no surprises, and the total amount is already known. The value of services is often higher when the agreement is set.


There are no collection complications, and work starts after payment. However, assessments of what needs to be accomplished may be difficult before becoming part of the project for the professional. Any additional hours worked may not be compensated. This could also lead to losses for the service provider. Another aspect of the fixed fee is one for the phase, stage or part of a project. This is incremental which means that the service provider is given payment based on each portion of the entirety of the job completed.

This could also be determined through a time limit, restriction or period. The total funds provided are sectioned into each part of the whole. There is less of a risk for additional unpaid hours. If the fees need to be reevaluated, this is more easily accomplished after each phase has been completed. This option has a greater flexibility and is often the best choice for long-term services and complications such as litigation with legal representation.


 The Capped Fee and Blended Rate Capped fees are usually when the client pays the professional service by the hour. The cap is on the maximum hours of the project which are frequently predetermined. This does give the client a form of peace of mind in knowing there is a limit on how much he or she must pay. The perceived value is considered greater if the cap is respected. There is also less risk that hours will be unpaid at the end. However, the capped hours may not be easy to determine before the project starts. The risk of unpaid hours may still exist, and billing and payment is generally only provided after the project is completed. Blended rate fee structures are single rates with reduced hours.


The client pays a set rate which is often lower than what is provided to other professionals in the same field. This means staff hired is less experienced and charge less. The same hourly rate is applied to these different situations by the client. This could increase the perceived value of the client, but the staff is afforded little benefit. When a law firm is attached to these projects, there is no risk of extra hours being unpaid.

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Outsourcing Innovation and Ideas: Legal Considerations for Crowdsourcing and Freelancing

Outsourcing Innovation and Ideas: Legal Considerations for Crowdsourcing and Freelancing

Outsourcing Innovation and Ideas: Legal Considerations for Crowdsourcing and Freelancing Business can get ideas, actionable ideas to be used for commerce, from a number of internal and external sources. The use of outsourcing for knowledge, innovation, and ideas is growing. What are some of the constraints and legal considerations? The new models for a business to acquire ideas and knowledge that can be used for commerce involve three tiers.


The employees of a company, FIND MORE LEGAL ARTICLES Type any word(s) SEARCH thought leaders with high engagement and loyalty and significant expertise in a field of study, are the people who seek out and screen new ideas. Many are calling this process 'curating' ideas, such as an art gallery owner would do, with a call for submissions, then a rigorous selection process. Freelance workers can also be thought leaders, but are more commonly considered knowledge workers, those with knowledge and skills for sale to the highest bidder. They are the ronin; business employees who are thought leaders are the samurai.


There are a number of micro-labor platforms where freelancers and thought leaders can connect and contract for a service. The micro-platform has structures and contractual agreements in place that freelancers agree to before beginning work. These structures include non-disclosure agreements and transfer of intellectual property to the contracting thought leader. The problem with thought leaders and knowledge workers developing innovative solutions to problems is that many were educated in the same thought-systems.


If a group is asked a business question, those with graduate education in business and communication may very well all answer in a similar manner. The outliers, the real innovative ideas come from the crowd. Crowdsourcing is a new process that allows thought leaders to curate ideas and innovative thinking from a group that thinks about problems in unique ways. Because those in diverse academic fields do not have the same problem-solving processes, they often come upon solutions by taking a different road. There are now about 3.5 billion people on the planet who are connected via the internet and various social media platforms.


They have such a diverse group of experiences, interests, and education that when they answer questions, some strange and brilliant ideas can emerge. Think of a focus group of people from every country on earth, every age and gender, multiple languages, who are all thinking about solving one problem. They often look at the problem as a fun contest, and creative thinking can win a prize in the end.

That is what crowdsourcing platforms do. The new crowdsourcing platforms, such as Eyeka and HeroX, are engines fueled by consumer goods. While they also work on issues related to social justice and environmental stewardship, companies developing new products are turning to the crowd to come up with innovative ideas. Some large companies have run their own crowdsourcing ideas campaigns, such as the Lay's potato chip flavor contests that are growing in popularity. But the majority of companies use a platform to serve as the organizing and curating system for the ideas.

These platforms funnel the mass of ideas into idea groups and change chaos into a number of structured responses that the thought leaders can explore in more depth. According to attorney Jake Posey, managing shareholder of The Posey Law Firm, PC, with these new micro-labor and crowdsourcing platforms, care should be taken to ensure that non-disclosure and intellectual property rights are secured, and that liability issues are carefully considered. Consider discussing the structure for using these innovative new idea generators with counsel.

 ABOUT THE AUTHOR: Jake Posey The Posey Law Firm PC, led by Jake Posey, is a sharply focused government relations and business law firm based in Austin, Texas. The firm’s government relations practice advises clients and advocates for the successful development of public policy in the legislative, judicial, and executive branches of Texas government. Representing Fortune 500 companies, respected market leaders, and some of Texas’ leading state associations, Mr. Posey’s mission is to diligently deliver strategic business, political and legal solutions for his clients.

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Romanian Insolvency Law

Romanian Insolvency Law

Romanian Insolvency Law The next reaction is to review your contractual and financial position in relation to the company which has gone into insolvency. You will need to review your written contracts with them and to see if the position is protected. This article deals with the position under insolvency and not under bankruptcy. It is a feature of Romanian law that once the insolvency procedure is started FIND MORE LEGAL ARTICLES Type any word(s) SEARCH then all contract’s etc. with the company are frozen. This means that you cannot unilaterally cancel any contract with the insolvent company.


The person with that power will be the receiver appointed by the Court under the insolvency procedure. This produces the effect that you the creditor can be in limbo so far as your contract is concerned until the liquidator makes a decision as to whether or not continue the contract or to cancel it. The terms of the contract can be very important especially if you negotiated a contract with a company which has a trigger event if the company fails to pay its debts on time or you become aware of an event of possible insolvency.


If you had been trying to recover monies from the insolvent company, but at the same time have tried to help it by continuing to work with it on the current contracts, then you could be punished for your own attempts to help. It is therefore very important that when drafting a clause in a contract which will trigger the cancellation of the contract upon the insolvency of the other party that the clause is drafted in such a way that you have the right to cancel the contract before the act of insolvency, rather than the act of insolvency itself being the trigger event.


This of course can be a delicate part of the negotiation procedure with the other party as no one wants to insinuate that the party with whom they are negotiating is financially weak. It is also important to understand the procedure from the Romanian perspective. The law provides a number of steps in the process and strives to allow the company which is insolvent to trade out of the position where the insolvency has been brought about by cash flow difficulties and poor management rather than the business being basically sound.


There are a number of steps in the trading out process. The primary steps are the commencement of the procedure on the basis of an application by the insolvent company or a creditor who is owed more than forty thousand RON; the drafting and approval by the court of the recovery plan and the treatment of the various claims according to the recovery plan and the law. For there to be such an insolvency procedure there has to be a court decision declaring the company insolvent. This is done under the provisions of Romanian Insolvency Law 85/2014.

Immediately on the insolvency ruling a judicial administrator has to be appointed who will oversee the procedure. It is he who makes the decisions on the continuance and future running of the business and the administrators at the time of the insolvency no longer have any authority with regard to the running of the company in that respect. The judicial administrator together with the sindic judge will receive from the insolvent company a recovery plan and together they will decide if the plan is feasible and if the recovery plan will allow the company to trade out of the insolvency or alternatively the company should be liquidated.

The plan can include provisions whereby the creditors receive a lower amount of money than their debts but this may be more preferable to the creditors than no money at all. The Recovery Plan must be approved by a meeting of the company’s creditors prior to its submission to the judicial administrator and the judge. The recovery period can last for three years and in some circumstances four years. At the end of the procedure the judge can rule that the company can come out of the insolvency procedure especially if the recovery plan has worked or alternatively if it has not that the company is bankrupt and should be liquidated.


 Despite the Recovery Plan it is necessary for the creditors to review their own position. It may very well be that they have priority debts or securities which they can use to enforce the payment of their debts ahead of the other creditors. If you are dealing with a company which you consider could be or about to become insolvent it is important to contact your lawyer at an early stage to ensure that your business is protected as far as possible to allow you to continue your business and not allow the failure of another business to destroy the business which you have built,

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Problem with Using Fill in the Blank Legal Forms

Problem with Using Fill in the Blank Legal Forms

Problem with Using Fill in the Blank Legal Forms Forms that are downloaded from online sources, that have been obtained from offices without being edited and that are filled and filed by an individual without legal assistance may be lacking federal, state, local and county specifics necessary for the business to prosper. Additionally, there may be various terms that are missing which would benefit the owners. Some lack the minutiae that are required for business relationships such as limited liability company partners, corporation shareholders and similar circumstances.


Without these contained within the documentation, the owner, partners and even shareholders may find complications arising along with legal problems. Many business owners of a small or single owner company may find online documents and forms easier to use, fill out and file with various officials and agencies. However, just because the paperwork is found does not mean it is relevant to the situation or reliable for the company. Many of these need to be drafted originally for the business or edited so that situations, circumstances and events are taken into account specifically. Business relationships and issues need to be edited into these forms.


Without the assistance of a lawyer in these matters, the owner may find his or her business compromised. The Legal Complications of Fill in the Blank Forms When the matter is simple or the state has the required forms for the arrangement, it is easier to use a fill in the blank form. This means there are not additional terms, no extra matters and no problems with legal matters included in the use.

However, if an LLC is being created, if the operations agreement needs to be drafted, a new member of a company has been brought in as a partner or similar circumstances, the dealing needs specific documentation that requires certain terms or clauses. This is when legal complications arise for blank forms with only the standard information. However, most arrangements do need nonstandard wording and details.


 The company could be open to liability and litigation if the clauses are not connected to the company. This means that if an operations agreement is printed from online sources and does not apply to the situation, it could lead to further difficulties. If there are no provisions for a deadlock in a state that dissolves the company in this event, that means there may be no way out of selling the company from using these standard nonspecific forms. Other issues with liability may arise when there are no particulars with insurance, signed forms for nondisclosure of secrets and other items. Most of these need to be as specific as possible.


The Advantages Outweighed by the Drawbacks While standard forms with only blank sections that may be filled in are faster, they are usually not appropriate to a business arrangement. This is one of the greatest drawbacks against the advantage of saving time. Some documents require money for filing, and if the form is standard, this could be less. However, this could also mean that it was not filled out correctly. Many contracts, agreements and documents necessary to run a business need the help of a lawyer to draft them, edit or alter existing files.

 Unfortunately, if the owner is not aware of this mistakes are made constantly and could lead to legal complications. Some online sources are grandiose in claims of how various forms are a fix it or a use all for the entire country. However, some local ordinances require the business owner to fill out additional forms that can only be found in the offices of departments of the county or state.

Without knowing the local laws or hiring a lawyer, the company could be facing severe penalties or issues later due to only using the fill in the blank forms. The Business Lawyer in Company Forms The company often needs a lawyer for various other reasons, but forms are a primary concern for companies. The legal representative may need to draft these originally, edit existing documents or include certain clauses, terms or conditions based on the situation. This means that both the lawyer is needed and forms for the event.

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Foreign Investors: How to Incorporate/Register a Limited Company in Bangladesh

Foreign Investors: How to Incorporate/Register a Limited Company in Bangladesh

Out of these options, registering a limited company is considered as most suitable for long term operation. This Article is designed to guide and assist the Promoters by providing an easy step by step guideline on incorporation of a Company in Bangladesh. The regulatory authority: Company is registered under the Companies Act 1994. The Regulatory body for incorporating a company FIND MORE LEGAL ARTICLES Type any word(s) SEARCH is the Registrar of Joint Stock Companies and Firms (RJSC) which facilitates formation of companies and firms.

The body is also responsible for keeping track of all ownership related issues as prescribed by the laws in Bangladesh. Promoters should keep in mind that except some very exceptional cases, Bangladesh allows incorporation of company with 100% foreign shareholding and no local joint venture is required. Obtaining Name Clearance: Firstly, the promoters should fix a desired name for the Company and apply for name clearance in the RJSC server. Upon application, the promoter will receive a Computer Generated Receipt.


Investors are required to make payment of the requisite fees to RJSC for name clearance and upon verification; RJSC provides a name clearance certificate to the prospective promoters. This name clearance documents serve as the base for all further processes for company registration. It is to be noted that the promoters can remotely incorporate a company in Bangladesh through their authorized lawyers/agents in Bangladesh. Drafting the Memorandum and Articles of Association: It is of vital importance to draft a solid and consolidated constitution document of the company.


The Memorandum of the Company should state the primary business objectives, the amount of paid up capital & authorized capital and state the list of the shareholders along with their respective shareholdings. It is to be noted here Bangladesh does not allow One Person Company (OPC) and minimum two (2) shareholders are required to set up a private limited company. However, in case of public limited company, the total number of shareholders required is seven (7).


 The Articles of Association of the Company should include the list & number of the directors, power of the board, power of the Managing Director, meeting process, quorum, notice procedure, appointment of auditors etc. The minimum number of directors for private ltd company is two (2) for public ltd company is three (3). Directors are required to hold minimum one share (qualification share) in the Company; however the qualification share requirement is relaxed in case Directors who are nominees of corporate entity shareholders.


Also it is possible to appoint Independent Directors. Opening Temporary Bank Account: Once name clearance is obtained, a temporary bank account is required to be opened by the proposed company. Along with the name clearance documents, a copy of the Draft Memorandum and Articles of Association needs to be submitted to the respective Banks. Remitting Money to the Bank Account: The Foreign Investors are required to remit the desired paid up capital in the bank account of the company.


The Bank will hold the remitted amount. Please note that for the legal purposes, there is no minimum capital requirements for setting up a company; however in order to obtain certain advantages including appointing foreign employees, minimum requirement is USD 50,000. Upon remittance of the paid up capital, an Encashment Certificate needs to be obtained from the respective bank.

 Submission of Digital Documents: Upon receipt of the encashment certificate, the Promoters are required to upload a digital copy of the Memorandum & Articles, Directors Consent Forms to the RJSC server. On submission of the documents in the RJSC server, an Electronic Payment Slip will be printed and equivalent amounts need to be submitted to designated bank accounts of RJSC. Submission of Physical Documents:

 Upon payment of fees to the designated bank account for governmental fees and charges as stipulated in the Electronic Payment Slip, non judicial stamp needs to be affixed in the Memorandum and Articles of Association and same need to be submitted to RJSC along with Directors Consent Form (Form IX), List of Consenting Directors ( Firm X), List of Directors and Managing Agents (Form XII); Original copy of the Encashment Certificate and Name Clearance Document and payment slip acknowledged by the Bank. Obtaining Incorporation Certificate and other Documents: Within 3-4 working days from submission, the Company will receive Incorporation Certificate, Digital Certified Copy of the Memorandum & Articles of Association and List of Directors (Form XII).

Once company receives the Certificates, a copy need to be furnished to the Bank to convert the temporary account to regular account. Obtain Tax Identification Number (TIN): In order to start business operations, every company must register for taxes at the appropriate taxation authority (Deputy Commission of Taxes of Company Circle, Zonal Taxation Department) under the National Board of Revenue (NBR) and obtain a tax identification number. Obtaining a Tax Identification number is free of cost and it is done electronically through the NBR server.


 Obtaining Trade License: Companies have to obtain a trade license from the local governmental authorities in Bangladesh. For example, in case of Dhaka, a trade license has to be obtained from respective City Corporation. The proposed company will have to manually file its application at the nearest city corporation office. The cost of obtaining a trade license is approximately USD 100 and it can be renewed on yearly basis. Typical time frame is three-four working days. Obtaining VAT Registration Certificate: For VAT purposes, companies register with the Customs, Excise, and VAT Commission under the National Board of Revenue.


The company’s VAT is regulated by the Customs, VAT and Excise Department of the region in which it operates. Typical time frame of obtaining VAT registration is about 7-10 working days. Registering with Bangladesh Investment Development Authorities: Bangladesh Investment Development Authority (BIDA) is responsible to facilitate foreign investments in Bangladesh.

BIDA’s responsibilities include issuing work permits for foreign employees, visa for foreign investors, process loan from foreign sources, approval of remittance of royalties & technical fees, assisting in obtaining industrial plots, facilitating utility connections, approval of foreign loan, suppliers credit and assist and advices on many investment related issues. Foreign Investors are strongly advices to register with BIDA upon incorporation of their limited company.


Typical timeframe for obtaining registration is about 7-10 working days. Important Notes for Foreign Investors: • The Company Registration costs vary primarily dependent on the authorized capital of the Company. Typical cost is between USD 1200 to USD 1500 for a capital of USD 125,000 • Company needs to have a place of business in Bangladesh and shelf companies are not permitted. • Bangladesh Forex Rules allows full repatriation of profit and investment.

 • Employment of foreign national are allowed at 20:1 (local: expat) ratio, subject to obtaining necessary work permit. • Except very few limited areas, 100% FDI investment is allowed. • Directors can be foreign or local national. • Typical Corporate Income Tax varies between 25%-45%, depending on sector to sector and nature of the Company. However tax holiday is available between 5-7 years for selected sectors and areas. • Also there are additional fiscal incentives for investing in Special Economic Zones.

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How do I get my Business Ready for Sale?

How do I get my Business Ready for Sale?

Selling a business is a complicated matter that requires time and energy. This means that the owner must prepare various aspects to include documentation, loans, assets and liabilities and similar items. If there are certain conditions that will be applied to the sell, these are included in the closing process. This could mean that the employees are retained, some assets are kept by the owner or concerns are wrapped up before the sale goes through.


The selling of the company could take several months or longer than a year depending on how many steps need to be completed beforehand. When a suitable buyer has been found, it is important to work each and every day at preparing the company for the sale. It is vital that this is accomplished from the moment the business has been started, but many are unable to complete this while simultaneously attempting to accrue revenue. While making a plan to sell the organization, it is essential to make the company look attractive.


 This often means finding other sources of income, having successful relationships with clients and having statistics that someone may observe as moving in a positive direction. Legal issues should be resolved by this time, and the sale may be a strategic one. The Steps Defined In order to make a business ready for sale, the person that is wanting to find buyers may need to identify those attractive buyers first. If there are intellectual property items that may need to be attached to the company, the potential buyers may want the clients that come with these items. Other business relationship may be attractive to certain investors, buyers and others.


Contracts and projects could also show a heavy rise in revenue and be what brings in possible buyers. It is vital that liens, loans and other financial obligations are settled long before any buyers come to the table. Other matters such as Chapter 11 bankruptcy must be completed and the restructuring accomplished correctly. To reflect the salability of the company, other matters should be showcased such as the profits, revenue and projects currently in place.


This may mean deferring and concealing the debts through a mountain of paperwork. If it is possible to boost sales, increase revenue through investments and other matters before the sale of the company is possible, these steps should be completed as quickly as possible. Those employees that bring in the best and most financial assets and clients should be kept in the company and explained to potential buyers as a major asset that should be retained after the sale is finalized. Additional Steps to Finalize the Deal After ensuring those employees that earned the best are protected once the deal is finalized, it is time to move on to the last steps in closing the sale. This requires meeting with clients face to face outside of the building.


The individual needs to unplug from the office. These conferences place more confidence in the owner of the company, and the more charm he or she has, the greater the chances that the sale will go through with the buyer that the owner has chosen. To increase the chances of a successful arrangement, it is time to close the deal by continued meetings, processes and face to face time with the buyer. It is the end where the arrangement could fold, and additional energy and time are needed. When the sale is near the final stages, it is necessary to cut as many costs as necessary.

This increases revenue and confidence in the company for the potential buyer. Reaching out to brokers, investors and others that have involvement in the company should be completed before the business changes hands. Paperwork may need to be analyzed again to examine it for any mistakes or negative provisions that could cause complications. The Business Lawyer in the Sale After all contacts have been communicated with and the sale appears to be ready to close, the business lawyer may need to examine everything once more. He or she could spot something that may lead to difficulties. He or she should also be used during the entire process to ensure the best possible deal.

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Discovery and Document Review in Business Litigation

Discovery and Document Review in Business Litigation

When most people think of litigation, they imagine high-powered attorneys in great suits arguing masterfully in front of a judge and jury. And while trial is certainly a part of any litigation practice, the work that’s done before the trial begins is often what takes the bulk of the time, energy and expertise spent on a case. What Is Discovery? Discovery is the process of gathering as much information and evidence about a case before moving ahead with the adjudication proceedings. Discovery is among the first actions taken in any litigation matter, and usually begins right after an answer has been filed to the plaintiff’s complaint.


 Discovery includes the collection of many types of documents. These may include: 1. Written interrogatories--These are lists of written questions presented to the opposing party that they must answer, also in writing. 2. Requests for production of documents--This is a request for the opposing party to produce any relevant documents that they may have under their control.


These documents will then be reviewed for relevant information by the requesting party. 3. Requests for admission of facts--A party may request the opposing party admit or deny certain relevant facts relating to the case. 4. Subpoenas of Third-parties--Subpoenas may be sent to third-parties outside of the action, requesting information like written interrogatories or documents under the third-party’s control.

 Objections to Discovery Requests Just like evidence presented in a courtroom, parties have the opportunity to object to any interrogatories or requests for production that they feel fall outside of the scope of discovery or the rules of evidence. Reasons for objections include:
● That the discovery request seeks irrelevant information
● That the request is too broad and not narrowly tailored enough to produce only relevant information
● That the request presents an undue burden, which usually means that the burden of producing the information outweighs the relevance of the evidence, and finally;
● That the requested information is not discover able because it is covered by attorney-client privilege, or some other legal privilege protecting it from discovery.


 When parties object to discovery requests, they should put their objections and their legal basis in writing before a certain date. If the discovery disputes are not able to be reconciled without court intervention, then a party may file a Motion to Compel. Now, the judge will hear the discovery requests and objection, and will determine the proper decision. Privilege and Work-Product Most litigants have heard of the attorney-client privilege before they are faced with litigation. This privilege exists between a party and their attorney, and covers all communications made during the course of representation.


The privilege only applies to clients, not any outside parties. Similarly, work-product is protected from discovery. Work-product prevents the opposing party from getting access to documents or communications prepared in the anticipation of litigation. Attorney-client privilege and work-product rules are governed by Section 502 of the Federal Rules of Civil Procedure. Depositions A final method of collecting relevant evidence in a litigation matter is through depositions. A deposition is essentially a chance for attorneys to ask a witness questions on the record, similarly to questioning a witness on the stand in a court proceeding.


The person being interviewed is called the deponent, and is subject to direct and cross examination. The entire interview is recorded by a court recorder, and the opposing party’s counsel is permitted to make objections. If you are required to give a deposition during the discovery phase of business litigation, your Chicago business lawyers will fully explain the procedure and will spend time helping you prepare.

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Key Considerations in International Business Dealings

Key Considerations in International Business Dealings

Before international considerations become important, it is imperative to understand if and expansion to foreign affairs is necessary for the company. The owner may feel that an expansion is helpful to grow the business further and seek additional routes of revenue currently closed to him or her. However, if he or she does not properly comprehend the considerations, problems and possible legal entanglements, he or she could fail quickly.

The drive to increase and expand is great for business owners that have tapped the full potential in their home country, but without making contacts, networking and seeking help outside the organization, this may not be possible. Cultural differences are complicated for many that have never been the other countries that business is expanding to for the company. However, it may be more easily understood and determined based on product or service consumption and use.

If the value of the items sold or services rendered is enough to warrant the expansion to the nation, the desires of the local markets must be known. To understand these matters, it is important to know who lives in the area, what they consider valuable and how to proceed with these factors. Once the culture has been determined for the product, the business owner may move onto one of the other three important elements.

 Cultural and Legal Considerations For the culture of international business, the product must provide some need or desire for local clientele to be viable in the country. If there are language and cultural barriers in place, the owner of the company needs to overcome these in some manner. A local translator could be hired to ensure the product packaging and labels have the right information and translated words for consumers. If the partners, co-owners or single owner of the business is in the other country to promote the consumables, he or she needs to ensure he or she may deal with the time zone changes efficiently and effectively.

When the diet, religion and lifestyle of local customers is different than the home country of the company, this must be taken into account and adjusted in the product ingredients. Legal barriers may be observed through exports, imports and selling in a different country than the where the parent company resides. Foreign markets may have more flexible regulations, but some have additional restrictions.


This means that the owner of the company must ensure local laws and guidelines are adhered to for all transactions. If local workers are employed, labor and employment laws must be followed. This includes duties, treaties, benefits and other concerns. Corporation and business practices and investments must be changed to follow the other country. Intellectual property and other matters may also have different guidelines, and the legal barriers may be more difficult to manage without the use of a business lawyer.


 Foreign Government and Legal Assistance When all appropriate guidelines and laws have been followed, the company may still need to keep constant contact and communication open with the government of the country where the business is occurring. This means knowing the officials, having someone explain in a common tongue or having a translator and keeping updated with the changes to legislations and similar items.


If there are troubles with distribution, manufacturing and shipping, the local governmental agencies may need to be notified first. If there are any issues with government stability, this could be a reason to pull out of the nation. There could be other problems such as currency exchange rates changing, restricted or limited access to materials and resources, protection for the business through policies or insurance and even immigration and employment laws.


 With the assistance of a legal team, it may be possible to perform research for the local area, market to the consumer appropriately within the confines of the law and ensure that financial feasibility is possible through sales and distribution to the foreign country. Having an active and open relationship with the government officials and other legal agencies is important as well. The company should have at least one lawyer to assist with the international business dealings so the local and regional laws and regulations are adhered to as closely as possible to prevent violations.

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Gypsy Brewers: Contract or Alternating Proprietorship?

Gypsy Brewers: Contract or Alternating Proprietorship?

Gypsy brewers are craft beer brewers without their own brewery. They rent space and equipment in a functioning brewery under one of two models. Some gypsy brewers are just starting in the business, and some prefer to remain "on the road" rather than tied to their own, very expensive, structure. Either way, the contract between the gypsy brewer and the brewery regarding space, equipment, FIND MORE LEGAL ARTICLES Type any word(s) SEARCH supplies, and staff determined if the relationship will be a contract brewery or an alternating proprietorship. In an alternating proprietorship, the gypsy brewer brings all of their own supplies, uses their own recipes, and has staff to do all of the work involved in brewing the beer. The brewery allows them to use equipment and fermentation and storage tanks.


In this model, the gypsy brewers keep the most control over their own product, including fermentation, bottling, shipping, and distribution. Contract brewery means anything less than this, with specific guidelines that detail who is responsible for what. There are some new models being trialed in other states with brewery incubators, specifically designed for craft beer startups who don't have infrastructure or resources.


Texas has North Texas Brewing Company, a full-service brewery specifically designed for the new gypsy brewer, with a full range of contracted services. They are also providing extra brewing space for smaller operations who are expanding to meet the new demand. Jake Posey, managing shareholder of The Posey Law Firm, PC, explains that regardless of the amount of assistance and service gypsy brewers get from their contracted brewery, each small business needs to have a license to brew beer and a thorough understanding of the regulations regarding crafting for sale a product containing alcohol. Distribution and shipping are more complicated when craft beer is sold over state lines.

Understanding clearly the structure a new gypsy brewer will need to fit within is critical. Homebrewers without a license can brew up to 200 gallons of beer for the use of their family. While it can't be sold, this home brewed beer can be shared with others as part of tastings or for a review. While this may be one way to trial new recipes, a license is mandatory once beer is being produced in larger scale or for sale to the public.

The contract or alternating proprietorship agreement does not include legal use of the brewery's license to brew beer. Before signing a standard contract or proprietorship agreement, consider discussing the complex issues involved with opening a business making, distributing, and selling beer. For more information, please contact us.

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Human Resource Areas Strengthened by Having a Commercial Lawyer

Human Resource Areas Strengthened by Having a Commercial Lawyer

Business transactions and processes may continue running with the assistance of a commercial lawyer, but human resource matters are often related to the labor and employment areas of legal actions. This means different laws and regulations are applied and affected for a company than with the usual business matters.

This includes work functions, management of duties, hiring, letting employees go, benefits, hourly and salary wages, the paychecks issues, overtime and similar items. Without understanding these items and problems, it is easy to violate human resource regulations. A commercial lawyer strengthens a company with documentation, assisting with processes and keeping these matters legal and legitimate. Commercial lawyers may also help the company through keeping the workplace safe. This may mean keeping certain matters private and preventing discrimination and harassment.


This could encompass Civil Rights matters such as bias over race or color of employees, or it could be sex discrimination with female workers earning less or not obtaining bonuses. A commercial lawyer may need to work hand-in-hand with the Human Resources department management to ensure these problems do not arise, and if they do, the legal professional may need to protect the company by keeping certain processes valid and following organizational protocols.


This could mean a supervisor or manager is fired or the employee is provided compensation for the matter. Human Resource Duties The duties related to the Human Resources department in a company usually revolve around the employees and keeping certain guidelines followed by everyone in the business. This means that employment matters such as wages, salary and benefits are often handled by these professionals, and those within this area of the company must have degrees in Human Resources.

The managers may create or assist in maintaining employee handbooks. With the assistance of a lawyer, they may ensure these documents are legally enforceable without having any legal clauses that could hold the company accountable for various matters that might harm the organization. Legal professionals that have duties in the HR department may also oversee affirmative action, civil rights and nondiscrimination policies.

These legal representatives may need to ensure that the law is followed and any violations are dealt with swiftly to keep the company from suffering damage. Additionally, a lawyer that is heavily assisting the HR managers and workers may help through keeping the public opinion in the positive. This is often accomplished through positive reinforcement, preventative measures for harassment and discrimination and keeping bias far away from the hiring process.


This may entail certain hiring campaigns, green energy and public works that increase favor for the business. Obligations and Responsibilities Commercial lawyers are useful in many different aspects of business and transactions. However, they may strengthen the HR department and areas through assistance and advice. When laws change, they may be able to ensure the company is protected by following the alterations. If someone becomes a whistle blower, these legal professionals may keep the business from legal problems by avoiding retaliation against the individual. If intellectual property is involved in the organization, the commercial lawyer may work with online resources in keeping the IP protected or from being violated by employees.

Another great concern is paperwork and documentation. A commercial lawyer is often used primarily to ensure contracts, handbooks, agreements and other matters are valid, legitimate, clear of confusion and enforceable in the courtroom if the issue goes that far. Commercial lawyers may need to negotiate matters with an employee for the HR department. This could mean an Equal Employment Opportunity Commission matter, a Civil Rights violation or a human rights infringement claim.


If a supervisor has taken part in harassment, this could mean the remedy is having this person fired from the company. Seminars, documents and various other tasks are completed and possible through the use of a commercial lawyer. While the legal professional may help with business ventures and projects, he or she may also prevent management from legal entanglements by discovering concerns such as HR violations that may deal with discrimination or hiring bias. The Commercial Lawyer in a Company The commercial legal representative may provide assistance or keep the HR employees from making legal mistakes. He or she may even be of help with hiring and firing persons to avoid lawsuits.

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Former Independent Contractors Breach of Non-Solicitation Clause

Former Independent Contractors Breach of Non-Solicitation Clause

If someone owns a business or has employed independent contractors that have signed a contractual agreement, he or she is expecting these professionals to uphold the terms and conditions even if they resign or quit working for him or her. If the contract was drafted by a lawyer with enforceable clauses, these persons may be liable for damages or other remedies sought before a judge. It is crucial to have a lawyer present for these matters and assist in enforcing the clauses of the contract if there is a breach.

 This may mean an attempt at negotiating a resolution before the matter must go to court. Contractual obligations are often set in stone and enforceable in court if the employee or contractor violates these clauses. If the person takes clients away from the original company, this could lead to further action on the part of the original company or owner. If the economic and financial costs are enough, the independent contractor could be liable for serious monetary damages. However, it is important to seek the assistance and advice of a lawyer.

He or she may deem the case strong enough to pursue action. However, there usually needs to be sufficient evidence to proceed. Breach of Contract Even if only one portion of a contract is in breach, it is possible to seek legal remedies for these events. This means a legal professional may need to analyze the document to determine if the clause was broken by the employee or independent contractor. If this is the case, the company or owner may be capable of seeking damages or a remedy to the situation such as a return of clients, equipment or other concerns. Some of these matters may be cleared up through open communication before litigation. If this fails, negotiation may be the better route.

However, if no previous activity results in a resolution, it may be necessary to seek legal help through a lawsuit. In order to receive compensation for lost business, stolen revenue or contractual payment from clients, it is important to seek legal action against those that break non-solicitation or non-compete clauses in a contract. When a contractual agreement has been signed by those hired by the owner or management of a company, this obligates all parties to agree to the clauses contained within these files. Even if the employees do not like how the business is run, certain practices or stipulations, breach of a contract is usually serious.

This means pursuing compensation or a remedy through the courts. Why Litigate? The need to litigate is important for breach of contract and when employees ignore certain clauses in these documents. This sends a clear message to others that may have the same idea as previous employees, third-party vendors or independent contractors. This shows these persons that the owner or employer is serious about keeping clauses and obligations to those that have signed. This also explains to the involved parties that the document means something.

When business clients are stolen, employees are removed or various streams of income are harmed in this manner, legal recourse may be open for seeking a remedy. However, this often requires lengthy litigation. Without seeking legal action against the violators of the contract, there may be no remedy to the situation. However, if the judge deems the clauses enforceable, it may be possible to have compensation for the incident and a cease and desist of any other activity the perpetrators committed. A business lawyer should be consulted immediately to determine if there is enough evidence and various factors exist to pursue the issue.

Once the legal representative has taken the case, it may be possible to have clients restored where they once were, and other bonuses and agreements put in place. Legal Consultation in Contractual Breaches Because contracts exist in many business transactions and interactions, a lawyer is necessary to understand the legal language and specifics in these documents. Without a legal representative, it may be more difficult to understand if the clauses are clear and valid enough for enforceable action in the courtroom.

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