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Session 6

Subject: Civil Code For English Based Bachelor of Law Program (ELBBL) Lecturer: Dr. Phalthy Hap 2016 1

Outline • Meaning of juridical persons • Name of non-profit juridical persons • Registration of incorporation of juridical persons

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Meaning of Juridical Persons (1) • Incorporated association: an organization granted the status of being subject to rights and Obligations independent of those of the stakeholders comprising such organization • Incorporated foundation: contributed assets granted the status of being subject to rights and Obligations independent of the contributors of said assets (CC, Art. 46(1)) 3

Meaning of Juridical Persons (2) • Non-profit juristic persons: juristic persons not having profit listed among their objectives • For-profit juridical persons: juristic persons having profit • Public Interest Juristic Persons: Amongst Non-Profit Juristic Persons, those bearing a specific public interest (CC, Art. 46(2)) 4

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Meaning of Juridical Persons (3) • Limited liability incorporated associations: Incorporated Associations for which the stakeholders are liable for the Obligations of the juristic person to the extent of the amount of property contributed. • Unlimited liability incorporated associations: Incorporated association for which the stakeholders are liable for the Obligations of the juristic person to the extent of their entire assets (CC, Art. 46(3)) 5

Name of non-profit juridical persons (1)

• No entity other than an Incorporated Association or Incorporated Foundation shall bear the term Incorporated Association or Incorporated Foundation in their name. • Types of incorporated associations whether limited or un-limited must be written in the name clearly. (CC, Art. 47)

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Name of non-profit juridical persons (2)

• juristic persons incorporated under foreign law shall be referred to as Foreign Juristic Persons. • Foreign Juristic Persons shall not be recognized as juristic persons except for nation states, administrative divisions of nation states, and/or commercial companies. This provided that said juristic persons are able to be recognized as such through Cambodian law or treaty. (CC, Art. 48(1-2))

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Registraon of incorporaon of juridical persons (2) • A juristic person shall come into existence upon its registration in the registry held at the location of its principal office. (CC, Art. 49)

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Registraon of incorporaon of juridical persons (3) • Items to be registered: ① The purpose of organizations; ② The name of the organization; ③ The principal office and any subordinate offices of the organization; ④ Should the grounds for dissolution have been provided in the Articles of Incorporation, such grounds; ⑤ The names and addresses of the directors and auditor(s) This provided that in the case of an Unlimited Liability Incorporated Association, the names and addresses of the stakeholders shall be stated; ⑥ In case there are directors without the authority to represent the juristic person, the name(s) of the director(s) who do represent the juristic person; and ⑦ In case there are provisions for more than one director to jointly represent the juristic person, such provisions. (CC, Art. 50(1)) 9

Registraon of incorporaon of juridical persons (4) • If there is a change to any of the details listed items, such changes shall be registered in the registry at:  the location of the principal office within two weeks following its occurrence and  the location of any other secondary offices within three weeks of the same.  Pending such registrations, the changes shall not be set against a third party. (CC, Art. 50(2)) 10

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Thank you!!! Quesons and Answers

Contact: [email protected] www.phalthy.wordpress.com

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