Assignment
Question
Reasons for incorporation of a company
Employee and Employer Rights
Introduction for Question one :
When a business becomes incorporated, a separate and distinct legal entity is created. An incorporated business acts independently of its business owners. Incorporating a business provides the company with most of the legal rights granted to an individual, with the exception of voting privileges.
Formation of a Corporation
A business becomes incorporated when the company's organizers file incorporation paperwork with the state. For example, corporations in Texas must file a certificate of formation with the Texas Secretary of State's office, as a condition of formation. Incorporating a business requires activities, such as selecting individuals to serve as directors, and creating a unique business name.
In most cases, a fill-in-the-blank certificate of formation, also known as articles of incorporation, will be provided by the Secretary of State's office where the corporation is organized. This contains your business name, purpose, street address, board members and dissolution clause.
Reasons for Incorporation of a Company :
1. Limited Liability:
The first and most important reason why people incorporate is for something called corporate personality. Under Nigeria law(and laws of almost every country in the world,there is a legal fiction where a company is deemed to be separate legal entity from the individuals who run it. Therefore the company has powers to enter into contracts,buys property,own property etc
2. Tax Benefits:
Under Nigeria Tax law,registered business don't pay company tax,they pay personal income tax. The implication of this in a fedral state like Nigeria is that if you have a Director of a company, you pay your company income tax to the fedral inland Revenue service and you pay your personal income tax to the relevant state inland revenue service.
3. Professionalism and competitiveness :
Electing to register a company name instead of a business name projects a much more professional image. It signals that you are much more focus on the business and also committed to obey professional corporate government structures,which the regulatory body has created which is the corporate affairs commission.
4. Business Continuity :
A registered company has its own legal identity, therefore when third parties contract with the company,they do so with a separate legal entity and not the individual directors and shareholders. This means that companies survive the death or incapacitation of the owners and it's possible for the directors and shareholders involved with the company bro change over time.
5. Raising Funding :
There are two ways of raising fund and they are debt and equity. Debt is basically give me X for my business and I will pay you back in the future with X interest. Equity is give me X for my business and I will give you X number of shares in the business
Introduction for Questions two :
This research is on the rights of employee and employer in the Nigerian law. This is important so that parties in the employment relationship can be informed of some of their obligations and follow it. One characteristics of the employment contract is that its terms sometimes avoid details of the duties to be performed by either of the parties (that is the employer and the employee). And this gives the employer the power to fix details of the performance of the work through further instructions to the employee Collins, Ewing and Mccolgan, (2012). As a result of this, the employment contract creates a power relation in which employer within limits direct the employee to obey lawful orders Collins, Ewing and Mccolgan, (2012). In this power relation, the parties will usually expect trust worthy conduct, fair treatment and good faith Collins, Ewing and Mccolgan, (2012). The following unique features of the employment contract: its incompleteness, its expectations of trustworthy conduct and surrounded by a relation of subordination makes it important for the relationship to be regulated beyond the rules of contract Collins, Ewing and Mccolgan, (2012).
Employee Rights :
Employee rights are the moral or legal entitlement an employee has to have or do something, as pertaining to work to ensure fair treatment.
Employer Rights :
Employer rights are the moral or legal entitlement an employer has to have, as pertaining to work to ensure smooth running of the company to achieve the company objectives.
The following are some of the rights of an Employee :
1. Minimum Wage
The National minimum wage is 30,000 naira,per month. Due to inflationary trends and high cost of living, wage increases have been demanded by Labour Unions.
2. Working Hours, Rest Hours and Annual Holiday
Normal hours of work can be fixed by mutual agreement, or by collective bargaining, or by an industrial wages board where there is no machinery for collective bargaining. If you are required to work outside the normal hours agreed upon in the terms of contract, the extra hours shall be considered an overtime.
3. Sick Leave
You are entitled to wages up to 12 working days in a year during your absence from work caused by temporary illness certified by a registered medical practitioner, subject to the Workmen's Compensation Act.
4. Maternity Protection
If you are a pregnant woman, you are entitled to take up to 12 weeks of maternity leave with full pay. Of this period, six weeks must be taken after the birth. You may start leave at any time from six weeks before the expected date of birth on producing a medical certificate issued by a registered medical practitioner stating that confinement will probably take place within six weeks.
5. Discrimination Protection
There is no legislation that specifically regulates equal opportunities and discrimination in employment. The 1999 Constitution of Nigeria, as amended, contains a general prohibition of discrimination on the grounds of: ethnic group; place of origin; community; sex; religion; political opinion; and circumstances of birth.
6. Safety and Welfare
The Factories Act places an obligation upon employers/owners or occupiers of a factory to ensure the health, safety and welfare of workers within the factory. Thus, it is the duty of your employer to ensure that the provisions of the Factories Act relating to cleanliness, overcrowding, ventilation, lighting, drainage and sanitary conveniences are complied with.
The following are some of the rights of an Employer :
1. Employment At-Will :
The employer can terminate the employment relationship with an employee at any time for any reason. Common limitations on the at-will employment relationship are found in labor agreements and employment contracts. Those negotiated agreements will typically impose terms and conditions for terminating an employee. Those contract provisions supersede the at-will relationship and limit the employer’s rights to freely terminate an employee.
2. Define Job Roles, Set Hiring Criteria, and Define Suitability Standards :
Employers have every right to establish minimum educational requirements and experience levels for any job position. Employers can make subjective evaluations about a candidate’s ability to fit into the company culture. As long as the employer’s decision is not based on race, gender, age, disability, or other protected category, the employer has the discretion to make whatever selections are in the employer’s best interest.
3. Establish Company Policies and Procedures For Workplace Performance and Behavior :
Employers have the right to establish policies and procedures governing such matters as employee ethics, leave policies, pay, pay for performance, and behavior when interacting with customers or the public. Employer policies can include social media usage during work hours and after hours. Employers can also establish dress and grooming standards. The purpose of the dress standards can be that the dress standards are necessary for safety reasons, to allow customers to identify company employees easily.
4. Require Mandatory Overtime:
Nothing prevents employers from requiring their employees to work overtime. However, if an employee works overtime, employers must pay them consistent with applicable federal and state law. Most employers are aware that they must pay their hourly workers at overtime rates, but most salaried employees are not entitled to extra overtime pay.
5. Monitor Employees’ Use of Office Equipment:
Employees have very limited rights to personal privacy in the workplace, especially when the office space and equipment are provided to the employee by the employer. This means employers have the right to monitor employees’ use of it. In most states, for example, employers can monitor their employees’ phone conversations (even record them in some states), text messaging, and computer usage. Employers can restrict access to social media and other non-work related sites. Employers can also search for file
6. Monitor Employee Use of Social Media in Violation of Company Policy:
Employers can monitor their employees’ activities on company premises at any time and can establish a company policy on employees’ posts on social media. Many employers are concerned that employees who post certain information or offensive statements on social media reflect poorly on the company. To ensure that employees comply with the company policy, employers can monitor employees’ public postings. If an employer finds a posting that violated the company policy, the employer can take action
Conclusion :
Employee inrespective of the level of the kind of work he/she does deserves to be respected and treated fairly by the employers,all the rights due to the employee should be given to every employee so that the company goals and objectives will be achieved,likewise the Employer has the right to hire and fire any employee but that should be done fairly and not just for selfish intrest to cheat the employee so that the employers can gain more profit if everyone will respect each other's rights,companies will keep growing and keep expanding it's branches from state to states.
Reference :
• https://www.kppblaw.com/employer-rights-in-the-workplace/
• https://www.jacksonwhitelaw.com/az-labor-employment-law/five-rights-of-employers/#:~:text=The%20workers%20you%20hire%20for,the%20best%20of%20their%20abilities.
• [1] Adejumo, B. A. (2007). The Role of the Judiciary in Industrial Harmony. The All-Nigeria Judges Conference, Abuja.
[2] Amber Size & Chemical Co v Menzel [1913] 2 Ch.239.
[3] Attorney General, Osun State v Nigeria Labour Congress (Osun State Council) ors (National Industrial Court) Suit No: NICN/LA/275/2012.
https://nicn.gov.ng/view-judgment/422
[4] Batty, R. (2012). Examining the Incidence of Fiduciary Duties in Employment. Canterbury Law Review, 18, 187-212.
[5] Bryant v Flight (1839) 5 M&W 114.
[6] C & C Construction Co. Ltd. and Augustine Ofumade v. Samuel Tunde Okhai (2004) 2 MJSC 154.
15 CB 192.
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