Commercial and Corporate Law
Core concepts
Commercial law covers the formation and governance of companies, shareholder rights, directors' duties, and commercial instruments. Know the distinction between limited-liability companies and partnerships, the role of the commercial registry, and the rules on capital, dividends, and dissolution. Understand negotiable instruments and the requirements for valid transfer.
Traps
Examiners test the corporate veil: when can shareholders be personally liable? Generally only on abuse or fraud. Another trap is confusing directors' fiduciary duty with shareholder approval requirements. Watch for questions on whether a contract binds the company when signed by an unauthorized officer (apparent authority).
Worked example
A director signs a contract beyond the company's stated objects. Ask whether the third party knew of the limit; apparent authority may bind the company. Rule of thumb: internal limits do not automatically defeat external third parties.
Exam strategy
For corporate questions, identify the organ (board, shareholders, registry) and the duty at issue before applying a remedy.