Commercial Law and Legal Entities
Core concepts
Commercial law governs traders and their acts. A candidate must know the types of commercial companies (general partnership, limited partnership, limited liability company, joint-stock company, sole trader) and their organs, capital rules and liability of members. Distinguish the general meeting, management body and supervisory body; know quorum and majority rules, conflict of interest, and the consequences of acting without authority. Understand commercial representation, the commercial register's publicity effect, and the rules on insolvency, including the opening of proceedings, the administrator's powers and the ranking of creditors.
Traps
Questions test the difference between the company's liability and members' liability, the moment a company acquires legal personality (registration), and whether acts before registration bind the founders. Watch the rules on capital increases, the protection of minority shareholders, and the effect of failure to register changes. In insolvency, distinguish the moment of opening from the petition and the effect on pending contracts.
Rule of thumb
Ask: who is the party, who has authority, and what is the publicity effect? Example: A manager of an LLC signs a contract beyond the objects clause; the company remains bound unless the counterparty knew of the restriction, because internal limits do not automatically defeat third parties.