Dissolution (law)

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In law, dissolution has multiple meanings.

Dissolution is the last stage of liquidation, the process by which a company (or part of a company) is brought to an end, and the assets and property of the company redistributed.

Liquidation is the process in accounting by which a company is brought to an end in the United Kingdom, Republic of Ireland and United States. The assets and property of the company are redistributed. Liquidation is also sometimes referred to as winding-up or dissolution, although dissolution technically refers to the last stage of liquidation. The process of liquidation also arises when customs, an authority or agency in a country responsible for collecting and safeguarding customs duties, determines the final computation or ascertainment of the duties or drawback accruing on an entry.

A company, abbreviated as co., is a legal entity made up of an association of people, be they natural, legal, or a mixture of both, for carrying on a commercial or industrial enterprise. Company members share a common purpose, and unite to focus their various talents and organize their collectively available skills or resources to achieve specific, declared goals. Companies take various forms, such as:

Asset economic resource, from which future economic benefits are expected

In financial accounting, an asset is any resource owned by the business. Anything tangible or intangible that can be owned or controlled to produce value and that is held by a company to produce positive economic value is an asset. Simply stated, assets represent value of ownership that can be converted into cash. The balance sheet of a firm records the monetary value of the assets owned by that firm. It covers money and other valuables belonging to an individual or to a business.

Dissolution of a partnership is the first of two stages in the termination of a partnership. [1] "Winding up" is the second stage. [1] [2]

General partnership association of persons or unincorporated company

A general partnership, the basic form of partnership under common law, is in most countries an association of persons or an unincorporated company with the following major features:

Dissolution may also refer to the termination of a contract or other legal relationship; for example, a divorce is the dissolution of a marriage.

Contract agreement having a lawful object entered into voluntarily by multiple parties

A contract is a legally-binding agreement which recognises and governs the rights and duties of the parties to the agreement. A contract is legally enforceable because it meets the requirements and approval of the law. An agreement typically involves the exchange of goods, services, money, or promises of any of those. In the event of breach of contract, the law awards the injured party access to legal remedies such as damages and cancellation.

Divorce, also known as dissolution of marriage, is the process of terminating a marriage or marital union. It usually entails the canceling or reorganizing of the legal duties and responsibilities of marriage, thus dissolving the bonds of matrimony between a married couple under the rule of law of the particular country or state. Divorce laws vary considerably around the world, but in most countries divorce requires the sanction of a court or other authority in a legal process, which may involve issues of distribution of property, child custody, alimony, child visitation / access, parenting time, child support, and division of debt. In most countries, monogamy is required by law, so divorce allows each former partner to marry another person; where polygyny is legal but polyandry is not, divorce allows the woman to marry another person.

Marriage social union or legal contract between people called spouses that creates kinship

Marriage, also called matrimony or wedlock, is a socially or ritually recognised union between spouses that establishes rights and obligations between those spouses, as well as between them and any resulting biological or adopted children and affinity. The definition of marriage varies around the world not only between cultures and between religions, but also throughout the history of any given culture and religion, evolving to both expand and constrict in who and what is encompassed, but typically it is principally an institution in which interpersonal relationships, usually sexual, are acknowledged or sanctioned. In some cultures, marriage is recommended or considered to be compulsory before pursuing any sexual activity. When defined broadly, marriage is considered a cultural universal. A marriage ceremony is known as a wedding.

Dissolution is also the term for the legal process by which an adoption is reversed. While this applies to the vast majority of adoptions which are terminated, they are more commonly referred to as disruptions, even though that term technically applies only to those that are not legally complete at the time of termination.

Adoption process whereby a person assumes the parenting for a child born by other parents

Adoption is an process whereby a person assumes the parenting of another, usually a child, from that person's biological or legal parent or parents. Legal adoptions permanently transfers all rights and responsibilities, along with filiation, from the biological parent or parents.

Disruption is ending an adoption. While technically an adoption is disrupted only when it is abandoned by the adopting parent or parents before it is legally completed, in practice the term is used for all adoptions that are ended. It is usually initiated by the parents via a court petition, much like a divorce, to which it is analogous.

In international law, dissolution (Latin: dismembratio) is when a state has broken up into several entities, and no longer has power over those entities, as it used to have previously. An example of this is the case of the former USSR dissolving into different republics.

International law regulations governing international relations

International law is the set of rules generally regarded and accepted in relations between nations. It serves as a framework for the practice of stable and organized international relations. International law differs from state-based legal systems in that it is primarily applicable to countries rather than to individual citizens. National law may become international law when treaties permit national jurisdiction to supranational tribunals such as the European Court of Human Rights or the International Criminal Court. Treaties such as the Geneva Conventions may require national law to conform to respective parts.

Latin Indo-European language of the Italic family

Latin is a classical language belonging to the Italic branch of the Indo-European languages. The Latin alphabet is derived from the Etruscan and Greek alphabets and ultimately from the Phoenician alphabet.

Dissolution of the Soviet Union Process leading to the late-1991 breakup of the USSR

The dissolution of the Soviet Union occurred on 26 December 1991, officially granting self-governing independence to the Republics of the Union of Soviet Socialist Republics (USSR). It was a result of the declaration number 142-Н of the Supreme Soviet of the Soviet Union. The declaration acknowledged the independence of the former Soviet republics and created the Commonwealth of Independent States (CIS), although five of the signatories ratified it much later or did not do so at all. On the previous day, 25 December, Soviet President Mikhail Gorbachev, the eighth and final leader of the USSR, resigned, declared his office extinct and handed over its powers—including control of the Soviet nuclear missile launching codes—to Russian President Boris Yeltsin. That evening at 7:32 p.m., the Soviet flag was lowered from the Kremlin for the last time and replaced with the pre-revolutionary Russian flag.

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Corporation separate legal entity that has been incorporated through a legislative or registration process established through legislation

A corporation is an organization, usually a group of people or a company, authorized to act as a single entity and recognized as such in law. Early incorporated entities were established by charter. Most jurisdictions now allow the creation of new corporations through registration. Corporations enjoy limited liability for their investors, which can lead to losses being externalized from investors to the government or general public, while losses to investors are generally limited to the amount of their investment.

Conflict of laws concerns relations across different legal jurisdictions between natural persons, companies, corporations and other legal entities, their legal obligations and the appropriate forum and procedure for resolving disputes between them. Conflict of laws especially affects private international law, but may also affect domestic legal disputes e.g. determination of which state law applies in the United States, or where a contract makes incompatible reference to more than one legal framework.

Noun part of speech in grammar denoting a figurative or real thing or person

A noun is a word that functions as the name of some specific thing or set of things, such as living creatures, objects, places, actions, qualities, states of existence, or ideas. Linguistically, a noun is a member of a large, open part of speech whose members can occur as the main word in the subject of a clause, the object of a verb, or the object of a preposition.

Business organization involved in commercial, industrial, or professional activity

Business is the activity of making one's living or making money by producing or buying and selling products. Simply put, it is "any activity or enterprise entered into for profit. It does not mean it is a company, a corporation, partnership, or have any such formal organization, but it can range from a street peddler to General Motors."

A lawsuit is a proceeding by a party or parties against another in the civil court of law. The archaic term "suit in law" is found in only a small number of laws still in effect today. The term "lawsuit" is used in reference to a civil action brought in a court of law in which a plaintiff, a party who claims to have incurred loss as a result of a defendant's actions, demands a legal or equitable remedy. The defendant is required to respond to the plaintiff's complaint. If the plaintiff is successful, judgment is in the plaintiff's favor, and a variety of court orders may be issued to enforce a right, award damages, or impose a temporary or permanent injunction to prevent an act or compel an act. A declaratory judgment may be issued to prevent future legal disputes.

Ownership is the state or fact of exclusive rights and control over property, which may be an object, land/real estate or intellectual property. Ownership involves multiple rights, collectively referred to as title, which may be separated and held by different parties.

A legal person is any human or non-human entity, in other words, any human being, firm, or government agency that is recognized as having privileges and obligations, such as having the ability to enter into contracts, to sue, and to be sued.

Partnership Arrangement in which parties agree to cooperate to advance their mutual interests

A partnership is an arrangement where parties, known as partners, agree to cooperate to advance their mutual interests. The partners in a partnership may be individuals, businesses, interest-based organizations, schools, governments or combinations. Organizations may partner to increase the likelihood of each achieving their mission and to amplify their reach. A partnership may result in issuing and holding equity or may be only governed by a contract.

Joint-stock company business entity which is owned by shareholders

A joint-stock company is a business entity in which shares of the company's stock can be bought and sold by shareholders. Each shareholder owns company stock in proportion, evidenced by their shares. Shareholders are able to transfer their shares to others without any effects to the continued existence of the company.

Sole proprietorship Business legally synonymous with its owner

A sole proprietorship, also known as the sole trader, individual entrepreneurship or proprietorship, is a type of enterprise that is owned and run by one person and in which there is no legal distinction between the owner and the business entity. A sole trader does not necessarily work 'alone'—it is possible for the sole trader to employ other people.

In insurance, the insurance policy is a contract between the insurer and the insured, known as the policyholder, which determines the claims which the insurer is legally required to pay. In exchange for an initial payment, known as the premium, the insurer promises to pay for loss caused by perils covered under the policy language.

In economics and particularly in industrial organization, market power is the ability of a firm to profitably raise the market price of a good or service over marginal cost. In perfectly competitive markets, market participants have no market power. A firm with total market power can raise prices without losing any customers to competitors. Market participants that have market power are therefore sometimes referred to as "price makers" or "price setters", while those without are sometimes called "price takers". Significant market power occurs when prices exceed marginal cost and long run average cost, so the firm makes economic profit.

A special-purpose entity is a legal entity created to fulfill narrow, specific or temporary objectives. SPEs are typically used by companies to isolate the firm from financial risk. A formal definition is "The Special Purpose Entity is a fenced organization having limited predefined purposes and a legal personality".

The doctrine of the proper law is applied in the choice of law stage of a lawsuit involving the conflict of laws.

Asset protection is a set of legal techniques and a body of statutory and common law dealing with protecting assets of individuals and business entities from civil money judgments. The goal of asset protection planning is to insulate assets from claims of creditors without perjury or tax evasion.

Voluntary association group of people with shared interests or aims

A voluntary group or union is a group of individuals who enter into an agreement, usually as volunteers, to form a body to accomplish a purpose. Common examples include trade associations, trade unions, learned societies, professional associations, and environmental groups.

In law, wrongful dismissal, also called wrongful termination or wrongful discharge, is a situation in which an employee's contract of employment has been terminated by the employer, where the termination breaches one or more terms of the contract of employment, or a statute provision or rule in employment law. Laws governing wrongful dismissal vary according to the terms of the employment contract, as well as under the laws and public policies of the jurisdiction.

References

  1. 1 2 Kubasek, Nancy; Browne, M. Neil; Heron, Daniel; Dhooge, Lucien; Barkacs, Linda (2016). Dynamic Business Law: The Essentials (3d ed.). McGraw-Hill. p. 443. ISBN   9781259415654.
  2. Slides 11-17 of Powerpoint for Chapter 21 from McGraw-Hill from 2nd Ed. of Kusabek