Research Papers
Definition of Law Linguistically:
In Arabic, the word “law” is associated with fixed and consistent rules that are regularly applied. Therefore, when a certain action is repeated in the same manner and is subject to a fixed system, it is considered to be governed by a specific law. In this sense, the law of the succession of night and day in astronomy, and the law of gravity in physics, are clear examples.
It is worth noting that the origin and emergence of the word “law” are not Arab in origin. However, the term became integrated into the Arabic language nearly one thousand years ago. Arabs had previously used it, as Ibn Sina did in his book The Canon of Medicine, and as Ibn Khaldun did in the introduction to one of his books, in which he referred to inference regarding hidden meanings through literal laws.
Technically:
Jurists have defined law as: “a set of general and abstract rules that regulate the conduct of individuals in society and are accompanied by a material sanction that ensures their observance.” According to this definition, law is understood in its general sense, which is the meaning commonly intended when the term “law” is used without qualification.
Legal rules are distinguished by several characteristics:
1. They are general and abstract rules.
2. They regulate the conduct of individuals in society.
3. They are associated with a sanction imposed on anyone who violates them.
Branches of Law
Legal science distinguishes between two types of legal rules: rules of private law and rules of public law. This distinction is derived from the nature of the relationships regulated by these rules.
Private Law:
Private law governs relationships that arise between individuals, such as sale, purchase, marriage, agency, contractual liability, and tort liability. These rules are characterized by being subject to the will of individuals, as they may agree otherwise. They are not preventive in nature, but rather remedial; they appear only when agreement between disputing individuals becomes impossible, at which point these rules are applied. Civil law, commercial law, and personal status law are among the most important branches of private law.
Public Law:
Public law is applied in cases where the state, exercising its authority, is a party to the relationship. It regulates the structure of the state in terms of the formation of its authorities, institutions, and powers, as well as the relationship between these institutions or their relationship with individuals, and the consequences arising from such relationships. Unlike the rules of private law, the rules of public law are imperative; they impose themselves compulsorily from the outset, and no agreement may be made contrary to them. Through these rules, the state protects important societal interests, such as the administration of justice, the enforcement of public order, the preservation of economic interests, and similar matters. The most important branches of public law include criminal law, constitutional law, and administrative law.
Companies
Company:
A company is defined as a contract under which two or more persons undertake to contribute to a profit-seeking project by providing a share of money or work, with the aim of sharing any profits or losses that may result from the project. Companies are divided, according to the nature of their activity, into civil companies and commercial companies. Commercial companies are further divided, according to whether they are based on personal or financial consideration, into partnerships, capital companies, and companies of a mixed nature. A commercial company alone acquires the status of a merchant, bears the obligations arising from that status, and is subject to the bankruptcy regime if it ceases to pay its commercial debts. A civil company, however, may take one of the forms designated for commercial companies, such as a general partnership, a limited partnership, a partnership limited by shares, a joint-stock company, or a limited liability company.
Classification of Commercial Companies:
First: Partnerships, also called quota-based companies.
Second: Capital companies, also called share-based companies. Alongside these two types, there is another type.
Third: Companies that combine characteristics of both previous types. They are called companies of a mixed nature because they are based on personal consideration in one respect and financial consideration in another, and one aspect may prevail over the other.
First: Partnerships
These companies are called partnerships because they are based primarily and foremost on personal consideration. They are usually formed among a small number of persons connected by kinship or friendship, where each partner places trust in the others, and the personality of each partner is an essential consideration for the remaining partners. Due to the importance of personal consideration in this type of company, the company is generally dissolved upon the death of a partner, loss of legal capacity, or withdrawal from the company. In addition, no partner may assign their share in the company except with the consent of all partners. The ideal model of this type of company is the general partnership, which consists of joint partners, meaning that all partners are personally and jointly liable for all the company’s debts from their own private assets, and their liability is not limited to the shares they contributed to the company. Limited partnerships also fall under this category. The third and final type of these companies is the partnership in participation, which is a hidden or undisclosed company that exists only among the partners and has no existence in relation to third parties. Accordingly, it does not enjoy legal personality, has no capital, and has no company name. Therefore, partnerships are of three types:
General partnership, limited partnership, and partnership in participation.
Second: Capital Companies
These companies, unlike the previous type, do not rely on personal consideration, and personal consideration has no role in them. Instead, they are based primarily on the collection of capital to operate the company’s activity. Financial consideration therefore takes precedence and occupies the primary position in these companies. The clearest model of such companies is the joint-stock company. Capital companies usually undertake large projects that require substantial capital, which a limited number of partners, as is the case in partnerships, would be unable to provide.
Accordingly, these companies rely mainly on the investing public, as the company’s capital is divided into shares of equal value. The value of each share is usually low so that a large number of persons with limited income can subscribe to them. The liability of a shareholder in this company is limited to the value of the shares subscribed to.
Third: Companies of a Mixed Nature
In addition to the two previous types, there is a third type of company based on both personal and financial consideration. These are companies of a mixed nature, standing between partnerships and capital companies. Personal consideration may prevail in some of these companies, making them closer to partnerships, while financial consideration may prevail in others, making them closer to capital companies. These companies are divided into two types:
1. First: limited liability companies.
2. Second: partnerships limited by shares. Each type is discussed separately below.
A. Limited Liability Companies
A limited liability company resembles partnerships in that the number of partners may not exceed fifty, and a partner’s share is not negotiable through commercial means. Rather, its transfer is subject to certain restrictions, the most important of which is the right of the partners to redeem that share. It may not be established through public subscription, and ultimately it may not issue negotiable shares or bonds. This company is closer to capital companies in terms of its management and formation system, the limitation of partners’ liability, and the transfer of each partner’s share to their heirs.
B. Partnerships Limited by Shares
These companies consist of two types of partners: limited partners, who are liable only to the extent of the shares they contribute, with such shares taking the form of negotiable shares that do not differ from shares in joint-stock companies; and general partners, to whom the same rules applicable to general partners in general partnerships and limited partnerships apply. Consequently, they acquire the status of merchants, their liability is unlimited across all their assets, and they manage the company.
Commercial Register
Definition of the Commercial Register:
The commercial register is a means of collecting comprehensive information about merchants, the various elements that make up their activities, and the commercial establishments that constitute the object of such activities. It is also a tool for publication and notification, intended to make its entries effective against third parties when there is an explicit legal provision to that effect. In some cases, recording a matter in the commercial register is a condition for the validity of the legal act.
Trademark
A trademark refers to a term, symbol, sign, design, or a combination thereof intended to identify goods and services. A merchant or manufacturer places it on the products they sell or manufacture in order to distinguish them from those sold by competitors. A trademark is considered the true identity of any company’s products in the market. It also plays an essential role for consumers, as it forms the link between the consumer and the product. It is among the most important assets owned by companies because it builds and conveys to consumers an image that reflects the quality of products or services, which leads to the establishment of a strong relationship between the producer and the consumer.