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Questions and Answers
Which of the following is an indicator that a company is exercising management and coordination activities?
Which of the following is an indicator that a company is exercising management and coordination activities?
Under Article 2359, which scenario describes de jure internal control?
Under Article 2359, which scenario describes de jure internal control?
What is the primary purpose of consolidated financial statements?
What is the primary purpose of consolidated financial statements?
In what scenario is liability of a managing company excluded?
In what scenario is liability of a managing company excluded?
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What must a company disclose if it is subject to management and coordination activities?
What must a company disclose if it is subject to management and coordination activities?
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What defines a company group in terms of management?
What defines a company group in terms of management?
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What is the status of voting rights for a controlled company when it purchases shares of its parent company?
What is the status of voting rights for a controlled company when it purchases shares of its parent company?
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Which of the following is NOT a condition for a controlled company to purchase shares of its parent company?
Which of the following is NOT a condition for a controlled company to purchase shares of its parent company?
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What legal aspect is required for a company to disclose its belonging to a group?
What legal aspect is required for a company to disclose its belonging to a group?
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Which article addresses the purchase of shares by subsidiary companies in a controlled relationship?
Which article addresses the purchase of shares by subsidiary companies in a controlled relationship?
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Study Notes
Groups of Companies
- A company group is a collection of companies that operate independently but are managed under a unified leadership.
- Companies within a group act under the dominant influence of a single company, which controls them directly or indirectly.
- The group typically pursues a common business objective.
- Economically, there's a unified business activity, while legally, separate companies exist.
Cross-Shareholdings
- A controlled company cannot purchase shares or quotas of the parent company.
- If a violation occurs, the subscription is attributed to the directors of the subsidiary company.
Controlling Relationships (Purchase of Shares)
- When a controlling relationship exists, the rules for purchasing its own shares apply to the subsidiary company.
- Purchased shares must be fully paid.
- The purchased shares' value cannot exceed one-fifth of the parent company's share capital if it's a public company.
- The purchase must gain shareholder approval.
- The controlled company cannot exercise voting rights related to the parent company's shares.
Holding Company Rules
- Specific legal rules cover holding company liabilities.
- Companies belonging to groups must disclose this.
- Decisions subject to group influence must be justified.
- Conditions for granting withdrawal rights to minority shareholders within the group are outlined.
- Regulations around intra-group financing exist.
Management and Coordination Activities
- Management and coordination activity is presumed if companies have consolidated financial statements.
- Presumption of activity exists when specific contractual obligations exist.
- A unified management and coordination activity is presumed if companies agree to follow a single direction through contracts or bylaws.
Dominant Influence of Another Company
- A company under another company's dominant influence allows the controlling company to direct its activities.
- Dominant influence can be legal (majority voting rights in ordinary shareholder meetings).
- Dominant influence can be factual (significant voting rights) or based on contractual obligations.
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Description
This quiz explores the concepts of company groups, cross-shareholdings, and controlling relationships within corporate structures. It examines how companies operate under unified management while maintaining legal independence and the regulations governing share purchases. Test your understanding of these important concepts in corporate governance.
