BILL FOR THE REGISTRATION AND INCORPORATION OF COMPANIES IN NEUALTENBURG
Article 1: Purpose
Section 1: The purpose of this bill is as follows:
– To allow companies to register for recognition as legal entities under Neualtenburg jurisdiction
– To facilitate collective ownership of companies with respect to the above
– To allow the incorporation of a company setting up requirements limiting the liability of ownership while providing a necessary degree of security for creditors
Article 2: Definitions
Section 1: The Neualtenburg Chamber of Commerce (Chamber of Commerce) is an institution under the auspices of the Guild, which is chartered with the responsibility of maintaining a public registry of companies, their securities and obligations (the Register).
Section 2: A Neualtenburg Registered Company (NRC) describes an entity capable of entering into agreements and undertake obligations, which will be recognised under the jurisdiction of Neualtenburg legislation.
Section 3: The Commercial Court of Neualtenburg (Commercial Court) is an institution under the Scientific Council chartered with the responsibility of settling disputes where one or more parties is an NRC in accordance with the provisions of article 7, section 3 of the Constitution.
Section 4: A company registration form is used to describe the details of a NRC’s name, ownership, empowerment criteria, concept of liability and if applicable the size of the deposit being kept in escrow with the National Bank of Neualtenburg. A template of this form is maintained by the Chamber of Commerce.
Section 5: A company dissolution form is used to propose how the Neualtenburg-registered assets of an NRC will be distributed between individuals and entities upon the closure of an NRC. It also states the reason for the desired dissolution of the NRC.
Section 6: Empowerment is understood as the ability of one or more individuals or entities to take action on behalf of a NRC with respect to entering into obligations, certifying that obligations of other parties in relation to the NRC have been met, submitting a new company registration form or submitting a company dissolution form to the Commercial Chamber.
Section 7: The Neualtenburg Notary service (the Notary) is the facility installed at the Rathaus, which enables users to entrust a document with a certificate of authenticity as well as signatures of the involved parties. The process by which this is arrived at is called notarisation.
Section 8: The Neualtenburger Bank is an institution under the Guild, which for the purpose of this document is chartered with taking assets into escrow to establish a minimum deposit fulfilling the requirements for NRC’s operating under a concept of limited liability and issuing a certificate to that effect. A seperate law governs the operations of this institution.
Article 3: Registration
Section 1: Any individual or collection of individuals may apply to be registered as an NRC by obtaining a copy of the template for the company registration form and filling it in with the necessary information as guided by the Chamber of Commerce. However, the actual approval and continued upkeep of NRC status is dependent on the specific form of company as well as of the fulfilment of the requirements detailed in the remainder of this document.
Section 2: The name of the NRC as specified in the company registration form consists of three elements: The distinctive element, the descriptive element and an element describing the concept of liability under which the NRC will operate:
The distinctive element is mandatory. It must be one or more words uniquely identifying the company. This can be anything such as a family name, a brand name or the name of a geographic region..
The descriptive element is optional. It describes the kind of business, which the company will operate. Examples of descriptive elements are “real estate”, “architects” or “weaponsmith”.
The element describing liability is mandatory. It must be either “N.Reg.”or “N. Registered” or “Neualtenburg Registered” to describe a company with unlimited liability in respect to any obligations registered, or it must be “N.Inc.” or “N. Incorporated” or “Neualtenburg Incorporated” to describe an incorporated company with a liability limited to the assets held by it under Neualtenburg jurisdiction.
The combined elements of the NRC name must uniquely identify the company. It is the prerogative of the Chamber of Commerce to determine whether or not the name specified on the company registration form is appropriate and sufficiently distinct as to merit registration. This verdict cannot be appealed. The Chamber of Commerce shall devise guidelines, to be ratified by the RA, for appropriate naming.
Section 3: The owners of the NRC should be listed on the Company Registration Form as the names of the avatars that will be considered owners of this company under Neualtenburg jurisdiction.
Section 4: The empowerment criteria should be described on the company registration as conditions that must be met in order for a person to be empowered to carry out either of the following transactions on behalf of the company relative to Neualtenburg jurisdiction:
– Register a new Company Registration Form with amendments to the old one
– Sign documents on behalf of the NRC containing obligations that will be honoured or even executed by Neualtenburg jurisdiction.
– Sign documents on behalf of the NRC releasing other entities from obligations undertaken in respect of an agreement with the NRC
– Register a Company Dissolution Form
The criteria should be described in a way that they can be objectively verified to have been fulfilled by the Commercial Chamber ahead of its registration of a document. Empowered persons must be citizens of Neualtenburg
Section 5: It must be specified on the Company Registration Form whether the NRC will operate as a registered company with unlimited liability respect to any obligations registered to it, or if it will operate as an incorporated company with a liability limited to the assets held by it under Neualtenburg jurisdiction. Further requirements will apply depending on the chosen concept of liability as described in Articles 4 and 5 as applicable.
Section 6: The company registration form must be submitted to a representative of the Chamber of Commerce and contain information as described in Article 2, sections 4. At the same time a registration fee is paid according to the tariff set by the Gildemeister. This fee is non-refundable.
Section 7: In the case of the Company Registration Form being approved by the Chamber of Commerce the Form must be signed by all the Owners as specified in Article 3, section 3 and notarised at the Notary after which it will be deposited in the public Register by the Chamber of Commerce.
Section 8: Upon successful registration with the Chamber of Commerce the NRC will be considered a legal person with the same rights and duties as a citizen of Neualtenburg with the exception that it cannot vote for nor stand as a candidate in any governmental branch.
Article 4: Requirements for NRC with unlimited liability
Section 1: All owners of an NRC registered as operating with unlimited liability must be residents of Neualtenburg and own total land in excess of 144 sqm.
Section 2: The NRC will become a member of the Neualtenburger Guild and is required to abide by any Code of Conduct that may be published by the Guild with respect to their operations.
Section 3: The current owners of an NRC registered as operating with unlimited liability are personally responsible in solidum for payment of any obligations resulting from agreements entered into by anyone acting on behalf of the company in accordance with the empowerment criteria described in the Company Registration Form at the time of the act.
Section 4: If an NRC is found to not fulfill the criteria outlined in Article 4, section 1 – 2 they have 7 days to bring this in order. Otherwise, the Chamber of Commerce will file a Company Dissolution Form with the Commercial Court.
Article 5: Requirements for NRC with limited liability
Section 1: An incorporated NRC with limited liability must own land in Neualtenburg. The deed to this land must be notarised and deposited in the company file with the Commercial Chamber.
Section 2: An incorporated NRC with limited liability must deposit assets in escrow with the National Bank and receive a notarised certificate from the Neualtenburger Bank to this effect. The notarised certificate must be deposited with the Chamber of Commerce where it will be published in the Register. The total sum to be deposited in escrow will be determined by the owners of the NRC but must be in excess of 10,000 L$.
Section 3: The NRC will become a member of the Neualtenburger Guild and is required to abide by any Code of Conduct that may be published by the Guild with respect to their operations.
Section 4: If an NRC registered as operating with limited liability is found to not fulfill the criteria outlined in article 5, sections 1 – 3 they have 7 days to bring this in order. Otherwise, the Chamber of Commerce will file a Company Dissolution Form with the Commercial Court.
Article 6: Obligations and litigation
Section 1: An NRC may enter into agreements with other entities or persons under legally binding obligations.
Section 2: In order for an agreement between the NRC and another party to be legally binding it must be signed by empowered parties acting on behalf of the NRC in accordance with the empowerment criteria and a representative of the other party, notarised at the Notary and deposited with the Chamber of Commerce, which will publish it in the Registry.
Section 3: For an NRC to be absolved of an obligation entered into under a legally binding agreement, a new agreement to this effect between the NRC and the other party must be signed by empowered parties acting on behalf of the NRC in accordance with the empowerment criteria and a representative of the other party, notarised at the Notary and deposited with the Chamber of Commerce, which will publish it in the Registry.
Section 4: Correspondingly, anyone empowered under the criteria specified in the Company Registration Form may authorise the release of another NRC from obligations previously entered into with this NRC by persons or entitites then empowered to act on behalf of the NRC. For this to be legally binding it should be declared in writing, notarised, signed by both parties and submitted to the Chamber of Commerce, which will publish it in the Register.
Section 5: Should a creditor be unable to obtain the fulfilment of obligations undertaken by an NRC with unlimited liability in respect to a still current agreement signed by the empowered parties, notarised and deposited with the Chamber of Commerce, he may bring the matter to the Commercial Cort. The Commercial Court will then initiate arbitration proceedings to assess the claim in accordance with article 7, section 3 of the Constitution If the claim is found to have merit it must be honoured by the NRC or the creditor will be authorised to file a company dissolution form with the Commercial Court, which will then execute the claim on behalf of the creditor through extension of the claim to the owners of the company in solidum.
Section 6: Should a creditor be unable to obtain the fulfilment of obligations undertaken by an NRC with limited liability in respect to a still current agreement signed by the empowered parties, notarised and deposited with the Chamber of Commerce, he may bring the matter to the Commercial Court. The Commercial Court will then initiate arbitration proceedings to assess the claim in accordance with article 7, section 3 of the Constitution If the claim is found to have merit it must be honoured by the NRC or the creditor will be authorised to file a company dissolution form with the Commercial Court, which will then initiate a liquidation of the company on the basis of the deposit kept in escrow with the Neualtenburger Bank and any other holdings and assets of the NRC that may be within reach of the authorities of Neualtenburg.
Article 7: Re-registration
Section 1: Anyone empowered to do so according to the criteria specified in the Company Registration Form for an NRC may file a new Company Registration Form specifying amendments to the original form. The procedure is identical with that described in article 3 and the requirements the same as those outlined in article 4.
Section 2: The following changes may take place during re-registration:
– The NRC may change its name.
– The ownership may be changed.
– Empowerment criteria may be changed
– The concept of liability may be changed
– For an NRC with a limited liability the amount being deposited in escrow may be increased
Article 8: Dissolution
Section 1: Anyone empowered to do so according to the criteria specified in the Company Registration Form for an NRC may file a Company Dissolution Form with the Commercial Court. This will result in the Court initiating a liquidation of the company with a subsequent distribution of assets among creditors who are able to prove their claims in accordance with article 6, sections 5 or 6 as applicable. Any remaining assets will be distributed among the owners listed in the current Company Registration Form.
Section 2: The Chamber of Commerce may file for dissolution of an NRC initiating the same procedure as described in article 8, section 1 when an NRC fails to meet its obligations under sections 3 and 4 of this document.
Section 3: Any creditor with an unhonoured claim deemed valid through through arbitration proceedings as described in article 6, sections 4 – 5 may file a Company Dissolution Form with the Commercial Court initiating the same procedure as described in article 8, section 1.
Article 9: Fees
Section 1: The Chamber of Commerce, the Neualtenburger Bank and the Commercial Court have the mandate to charge fees for any services provided in accordance with this document. Tariffs should be maintained and made publicly available.
Section 2: The Representative Assembly may decide to charge a recurring fee for the privilege of being registered with the Chamber of Commerce. Any NRC registered with the Chamber of Commerce is obliged to honour payments of this fee regardless of the time of their registration. In case of non-payment of fees the Representative Assembly has the mandate to file a Company Dissolution Form with the Commercial Court following the procedure as outlined in article 8 section 1.
passed 6 March 2006