المسئولية القانونية لمجلس ادارة شركات المساهمه وفقا لقانون الشركات 1925م

Abstract

Abstract : This study came under title: the liability for administrating company according to company law 1925. The aim of this is to determine who is the responsible either general assembly, or members of the board of director, or the auditors. This study contains four chapters; the first chapter, general introduction of companies ; it contains two subchapters : the first subchapter treated the concept of company and the historical background of the company in ancient law and its historical development in Sudan. The second subchapter touched on the kind of companies and the company as legal, independent entity which is different fiom the members. The second chapter: the general assembly ; it contains four subchapters ,the first subchapter treated the kind of general assembly, the second subchapter talked about the power of general assembly to amend the memorandum of association & the article association and alteration- of capital increasing or reduction. The third subchapter treated the meeting of general assembly and ho w to summon to the meeting, who has right to attend and who eligible to vote the fourth subchapter, treated the three types of resolutions, ordinary resolution, extraordinary resolution and special resolution.

The third chapter : the board of directors; it contains three subchapters; the first subchapter talked about electing the members of board of director, the conditions and the tennination of their membership, the second subchapter : the meeting of board of director, who has right to attend and who is eligible to vote the third subchapter treated liability of the members of board of director both criminal and civilian. Finally lawsuit which is raised against the members of board of directors The fourth chapter; auditing and inspecting; it contains two subchapters the first subchapter, treated the issue dealing with appointing the auditor, its conditions, the things are forbidden to him and termination of its appointment. The second subchapter, touched on inspecting and who has right to appoint the inspector and the difference between inspector and auditor. Then fmally ,the results which I reached the most importance of it is: the liability in company occur either by violating of law, violating of memorandum association &article of association, or general assembly resolution then the recommendation ; among the most important is : amend the company law 1925 to accommodates the spirit of the current situation.