50,000 in regard of every one of those companies after the initial twenty. 4. Having said this, it is important to note that all income is first taxed at the corporate rate, which can be more favorable than an individuals tax rate, and then upon dividend distribution, the distributions are taxed again at the individuals tax rate. Along these lines, an organization can possess and sell properties, sue or be sued, or carry out a criminal offense in light of the fact that the partnership is comprised of and kept running by individuals, going about as operators of the company. Trust. 2 Piercing the Corporate Veil. where the Supreme Court held that fundamental rights ensured by the constitution are accessible not simply to singular natives but rather to corporate bodies also. In this case, the High Court of Delhi allowed to the offended party organization a stay order which restrained the company of the defendant from alienating the properties that they owned on the ground that the defendant had borrowed money fraudulently from the plaintiff companies and the defendant had purchased properties in the name of the defendant companies. The undeniable preferred position of framing an administration organization is that it gives the exercises of the State a tad bit of the opportunity which was appreciated by private partnerships and the legislature got away from the standards which hampered activity when it was finished by an administration division rather than an administration enterprise. When entering into contracts the individual is actually agreeing to the contract since the person and business is one in the same. The companies can thus own properties in their names, become signatories to contracts etc. The case of the facts are laid out below: Tata Engineering and Locomotive Co. Ltd. State of Bihar, Shri Ambica Mills Ltd. v. State of Gujarat, Approach of the Indian Courts in the 21st Century, Under Article 21 a company likewise has the option to life and individual freedom as an individual. This separation is a useful protection tool and offer personal asset protection and other benefits. Arden LJ in the Court of Appeal held that if the parent had meddled in the activities of the subsidiary in any capacity, for example, over exchanging issues, then it would be connected with obligation regarding wellbeing and security issues. In doing so, The Court may lift the corporate veil to identify the members of the company and thus make the directors personally liable or ignore the separate entity of a company which is a member of a group of companies or a subsidiary to a principal/parent company and declare it identical with that parent company as its agent. All through the United States, the general guideline is that turn around veil piercing isnt allowed. The corporate entity is wholly incapable of being strained to an illegal or fraudulent purpose. In this case, the court would not propel the leading group of film censors to enlist a film as an English film, which was in truth created by a ground-breaking American film organization for the sake of an organization enrolled in England so as to dodge certain specialized troubles. The initial capital is decided in the articles of association by each legal entity. The court has the ability to slight and infer the corporate substance in case that it is utilized for tax avoidance purposes or to go around expense commitment. The juristic personality of corporations, There are many ethical frameworks that utilize the business sector, but deontological, utilitarianism, and virtue ethics seem of the utmost importance to Halbert and Ingulli (Sligo & Bathurst, 0, p. 34). 3. But in practice, it is a group of individuals who are, in a sense, the beneficial owners of the body corporate property. An unmistakable and appropriate description of this situation is given in. He effectively acquired a case of tort against Cape plc for causing him an asbestos sickness, asbestosis. This concept of differentiation is called a Corporate Veil which is also referred to as the Veil of Incorporation. A corporate veil primarily means a protective layer that provides immunity to the assets of the shareholders of a corporation in case of any adversity that takes place in a corporation. There are two exceptions to the separate legal entity principle given . The main purpose was to defraud. Defendant no. For instance, Article 223-22 of the Code de commerce establishes for limited liability companies, a liability on directors based on breach of legislation of fault in the management of the company, which lead to a debt or bankruptcy. A Company was incorporated in England for the purpose of selling tyres manufactured in Germany by a German Company. The Court held that the companies were formed purely & simply as a means of avoiding super-tax and the companies were nothing but the assessee himself. This shows that there is a veil drawn between the company and its members. They facilitate risk-taking because they insulate their owners from liability. Arden LJ underscored that piercing the corporate veil was a bit much in this case. In this article, the author discusses the disadvantages of incorporation of a company under the Companies Act, 2013. The English organization was made with an apparent capital of just a mere 100 pounds, comprising of 100 shares of which 90 were held by the American president of the organization. The court has the ability to slight and infer the corporate substance in case that it is utilized for tax avoidance purposes or to go around expense commitment. Pretentious Conduct: If over the span of the winding up of the company, it gives the idea that any business of the company has been continued with goal to defraud the creditors of the company or some other individual or for any deceitful reason, the people who were intentionally aware of this and still agreed to the carrying on of the business, in the way previously mentioned, will be liable on a personal level without incurring the liabilities of the company, and will be liable in a manner as the court may direct. In the case of a court piercing the corporate veil, any complaint against the company can be directed to individual managers as opposed to the company as an independent entity. Thus the company becomes a body corporate which is capable of immediately functioning as an incorporated individual. On the basis of alleged representation of Defendant-4 that Defendant-1 company was welcoming momentary deposits at great interest rates, the offended party deposited a sum of Rs. Facts: Mrs Prest attempted to lift the corporate veil following her divorce to claim properties. The corporate entity is wholly incapable of being strained to an illegal or fraudulent purpose. Reference herein to any specific commercial product process or service by trade name, trade mark, manufacturer or otherwise, does not necessarily constitute or imply its endorsement, recommendation or favouring by the Lawyers & Jurists. matching your topic, you may use them only as an example of work. Organizations exist to a limited extent to shield the individual resources of investors or shareholders from individual obligation for the obligations or activities of a company. lifting the corporate veil, and, in particular, whether the puppet is deemed to. Veil lifting: Statutory Meaning: When legislation requires corporate personality to be disregarded Examples: Consolidated Financial Statement, Tax legislation. Section 307 applies to each director and each regarded director. This is why Limited Liability as a concept is so popular. A great documented example is Obamas entire presidential term purposely overlooking the laws to secure votes. But the theory cannot be pushed to unnatural limits. If you find papers It cant do as such basically on the grounds that it thinks of it as may be simply to do as such. Bajrang Prasad Jalan v. Mahabir Prasad Jalan. The House of Lords maintained that refusal was dependent on the different lawful character of the organization. The case laws and the statutory provisions are discussed below. This article is written by Dhruv Bhardwaj, a student of Amity Law School Delhi. A company is composed of its members and is managed by its Board of Directors and its employees. But it may assume an enemy character when persons in de facto control of its affairs are residents in any enemy country, or wherever resident, are acting under the control of enemies. While on the face of it, it may look like there are a lot of scenarios for lifting or piercing the veil, judicial dicta is of the view that the standard in Salomon is liable to special cases are slender on the ground. Also you Protection of revenue: Sometimes, the lifting of corporate veil is necessary for the benefit of revenue, e.g., where the separate entity of the company (i.e corporate entity) is used for the evasion of tax. A corporation is distinguished by reference to different kinds of things which the law selects for personification. All enterprises have one place of business where they were initially set up and incorporated, (their home state) to which they are incorporated as a household company, and in the event that they work in different states, they would apply for power to work together in those different states as a remote organization. If the company incurs any debts or contravenes any laws, the concept of Corporate Veil implies that the members of the company should not be held liable for these errors. The article mainly focuses on the doctrine of "lifting the corporate veil" and explains in details the various scenarios in which the courts look beyond the corporation and the actual forces behind its functioning. The courts will refuse to uphold the separate existence of the company where the sole reason of it being formed is to defeat law or to avoid legal obligations. Was the company in constant and effectual control? Its members are not liable for its debts. 2.3 3] If trying to avoid a Legal Obligation. It is well settled that there may be such an arrangement between the shareholders and a company as will constitute the company the shareholders agent for the purpose of carrying on the business and make it the business of the shareholders., The learned judge referred to six points which are useful for ascertaining who really was carrying on the business. Were the profits treated as the profits of the Parent Company? The view communicated at first case by HHJ Southwell QC in Creasey v Breachwood that English law unquestionably perceived the rule that the corporate veil could be lifted was depicted as a sin by Hobhouse LJ in Ord v Bellhaven, and these questions were shared by Moritt V-C in Trustor v Smallbone, the corporate veil cannot be lifted only because equity requires it. One clear illustration of this principle is Gilford Motor Co Vs Horne 1933. Russel J. depicting the company as a devise and a hoax, a veil which he holds before his face and endeavors to stay away from acknowledgment by the eye of equity and requested both the litigant and his company explicitly to fulfil the obligations of the contract to the offended party. This was reiterated in this particular case. Lifting of corporate veil as per Companies Act, 2013 ignores the separate identity of the company and looks back at the true owners who are in control of the company. He formed four private companies and divided his income into four parts to reduce his tax liability. So as a result of the corporate veil, the personal assets of the shareholders such as houses, cars, money in their accounts are safe. 1. Circumstances must occur which compel the court to identify a company with its members. Limited liability- limitation of liability is a major advantage of incorporation of the veil. The separate personality is a regulatory advantage, and it must be used for a lawful purpose only. A good lifting the veil meaning is a company that loses its liability protections, and this could apply to corporations or LLCS. However, the topic has not received the attention in the literature that one would expect.1 Life insurance corporation of India v Escorts Ltd. These are mentioned below: The assessee was an affluent man getting a charge out of tremendous profit and intrigue pay. The biggest advantage of doing business under a sole proprietorship is that it is extremely easy to form since the individual creating the sole proprietorship is the business. Piercing the corporate veil refers to a circumstance where an action pursued against a company leads to the owners, members and shareholders being held personally liable. Corporations are powerful tools for entrepreneurs. In consideration of the peoples participation in the Web Page, the individual, group, organization, business, spectator, or other, does hereby release and forever discharge the Lawyers & Jurists, and its officers, board, and employees, jointly and severally from any and all actions, causes of actions, claims and demands for, upon or by reason of any damage, loss or injury, which hereafter may be sustained by participating their work in the Web Page. For instance, in the Vodafone case, the Bombay High Court did not consider lifting the corporate veil to force taxation if there should arise an occurrence of transfers made by indirect measures. Above all, if there is any complaint drop by any independent user to the admin for any contents of this site, the Lawyers & Jurists would remove this immediately from its site. Every one of these conditions includes inappropriateness and deceitfulness. Incorporation has many advantages but to understand the working of a company the disadvantages of incorporation are required to be studied. . This article will go over what this differentiation means, why this demarcation was brought about and how can the members be made personally liable for using the company as a vehicle for undesirable purposes. CONCEPT A company is a legal person with a separate entity. promoters, directors, members, and employees; and hence the concept of the corporate veil, separating those parties from the body, has arisen. LIFTING OF THE CORPORATE VEIL BY: Amandeep Kaur BBA Sem. The king v portus ex parte federated clerk union of Australia. It can be neither friend nor enemy. The courts may pierce the corporate veil to look at the characteristics of the shareholders. In Peoples Pleasure Park Co v Rohleder, certain terrains were moved by one individual to another interminably ordering the transferee from offering the said property to hued people. It is one of the top-ranked law firm in Bangladesh. (i) Motives behind limited liability and its benefits The provisions of any states law providing substance that releases shall not extend to claims, demands, injuries, or damages which are known or unsuspected to exist at this time, to the person executing such release, are hereby expressly waived. The development of the popularity of incorporations as a business has grown over the years. The sanctity of a separate corporate entity is upheld only in so far as the entity is consonant with the underlying policies which give it life. 2 and 3 were the directors of that company. Lord Denning MR sketched out the hypothesis of the single economic unit wherein the court analyzed the overall business task as an economic unit, instead of a strict legal form -in DHN Food Distributors v Tower Hamlets. Thus, a bold attempt has been made to provide a clear and general compass for all jurisdictions as to when courts will pierce the corporate veil to guide judges, legislatures, corporate managers, law students etc. As need be, its representatives are not government workers and right writs cant issue against it. It is neither fundamental nor alluring to count the classes of situations where lifting the veil is admissible, since that must essentially rely upon the significant statutory or different arrangements, an outcome which is tried to be achieved, the poor conduct, the element of public interest, the impact on parties who may be affected by the decision, and so forth.. The law in Nevada may allow the veil to be pierced only under exceptional circumstances and thus it makes doing such things increasingly troublesome. The creative voluntary administration provide precious opportunities for insolvent company to restart their business. The impact of this standard is that the individual backups inside a combination will be treated as independent elements and the parent cannot be made obligated for the auxiliaries obligations on insolvency. Also, in. When Company tries to avoid Legal Obligations: When the corporate personality is used to avoid any legal obligation, the Court can disregard the legal personality and can identify . Such case was seen on account of, Section 307 & 308 of the Companies Act, 2013. , it was held that the Section 542 seems to leave the Court with attentiveness to make an assertion of risk, in connection to all or any of the obligations or liabilities of the company. The limitations on lifting the veil, found in legally binding cases had no effect. Lifting the veils so litigant can get to the member's assets , Lifting the veil so that litigant can get at the parent company's assets. As it is not natural it cannot be loyal or disloyal similarly, it cannot be a friend or an enemy. When a company is framed, its business is the matter of an incorporated body therefore shaped and not of the people that it is composed of and the privileges of such body must be made a decision on that balance and cant be made a decision on the supposition that they are the rights owing to the matter of the individual that are a part of the organisation. To: Senior Partner Other than statutory arrangements for lifting the corporate veil, courts additionally do lift the corporate veil to see the genuine situation. 15 lakhs in the company for a time of six months. The purpose is to separate the actions of a corporation from the actions of shareholders. You have successfully registered for the webinar. If the conditions are fulfilled, the subsidiary company loses its separate personality and is treated as the agent of the principal company. His work was resolved under an understanding that is mentioned above. 4. Lately, the Internal Revenue Service (IRS) in the United States has utilized corporate veil piercing contentions and rationale as a method for recovering salary, domain, or blessing tax revenue, especially from business entities which are incorporated for the sole reason of bequest arranging purposes. It is under the seal of the company that the individuals or shareholders submit misrepresentation. Generally, they rest upon three essential pillarsnamely: Despite all these guidelines laid out, the speculations neglected to explain a genuine methodology which courts could legitimately apply to their cases. His widow asked for remuneration under the Workmens Compensation Act. This principle mentions to the possibility of considering towards the company structureor the company's separate personality to make the members liable towards their company's debt. And that's playing by corporate rules. Further, he isolated his pay into four sections in an attempt to lessen his assessment obligation. The discretion to pierce the corporate veil lies solely with the courts and therefore, whenever the court is of the opinion that it is necessary to look at the company through its members, it can lift the corporate veil. But in the Companies Act 1994 some provisions are made to hold the directors personally liable despite the fact that Company is a separate legal entity. An activity was started for dissolution of this movement on the ground that every one of the individuals from the organization being Negroes, the property had, in break of the confinement, go to the hands of the hued people. To put it plainly, there is no strait-jacketed formula that exists here and the decision entirely depends on customary law points of reference. Incorporation - which is required to obtain limited liability - requires a series of filings each year, and updates to the status of named internal affairs of the company within fixed time frames. The Madhya Pradesh High Court regarded a Government company to be a separate entity for the purpose of enabling a Development Authority to subject it to development tax. | Powered by. The common element in these two cases was the element of defrauding the other person via the vehicle of the company. Another disadvantage of corporation is its expense and formality. The issue is of practical importance because an . It was held that it was for the respondent being dominus litus, to choose the people himself who he wanted to sue. Today, investors can be held subject on account of an obstruction devastating the partnership. A company is a legal entity that exists separately and apart from their shareholders, members, directors/management and other companies. Proximate Cause: If the company indulges in wrongful conduct, there must be some foreseeable ramifications that might be arising out of it, so the party which is actually seeking the piercing of the corporate veil must have suffered some harm arising out of the wrongful conduct of the corporation. At times, the court dismisses the status of an organization as a different lawful entity if the individuals from the organization attempt to exploit this status. At times, the court dismisses the status of an organization as a different lawful entity if the individuals from the organization attempt to exploit this status. . Courts have lifted the corporate veil in several instances and this has demonstrated the benefits of this provision of the law. Secondly, where the transaction or business structures comprise a gadget, shroud or hoax, for example an endeavor to mask the genuine idea of the transaction or structure to delude outsiders or the courts. But where there is no such danger to public interest, the courts may refuse to tear upon the corporate veil. The independent legal personality of the company raises a question, how to determine ''Piercing the corporate veil''? As indicated by a 1990 case at the Court of Appeal. The register of the shareholders should contain in it, not just the name but also how much shareholding, the description of shareholding and the nature and extent of the right of the shareholder over the shares or debentures. A court can pierce the carapace of the corporate element and see what lies behind it just in specific conditions. These properties were owned by two companies . The Act provides for certain cases in which the directors or members of the company may be held personally . Courts have been hesitant to consent to this. They are fully responsible for all aspects of the business including making good on, Advantages And Disadvantages Of Piercing The Corporate Veil, In France, there is a choice between a one-tier and two-tier system of management. Of Australia and appropriate description of this principle is Gilford Motor Co Vs Horne 1933 a concept so... Limited liability- limitation of liability is a legal Obligation: Consolidated Financial Statement, advantages and disadvantages of lifting the corporate veil! The Parent company limitations on lifting the veil this situation is given in element of defrauding the other person the. Circumstances must occur which compel the court of Appeal contracts the individual is actually to. Contracts etc members and is managed by its Board of directors and its members legal personality of popularity. Can pierce the carapace of the veil, found in legally binding cases no... Opportunities for insolvent company to restart their business are required to be studied that was... Profits of the corporate entity is wholly incapable of being strained to an illegal fraudulent! Doing such things increasingly troublesome useful protection tool and offer personal asset protection other. Topic, you may use them only as an example of work theory can not be pushed to unnatural.! Provisions are discussed below under the Workmens Compensation Act other companies private companies and divided his income into parts... Liability- limitation of liability is a veil drawn between the company and members. Things which the law selects for personification companies and divided his income into four parts to reduce Tax! Statutory provisions are discussed below Motor Co Vs Horne 1933 of differentiation is called a corporate veil look. The disadvantages of incorporation which the directors or members of the principal company, to choose the people himself he... As an incorporated individual found in legally binding cases had no effect is mentioned above by its Board directors. Own properties in their names, become signatories to contracts etc a is. Of Appeal courts have lifted the corporate veil '' by a German.. Further, he isolated his pay into four parts to reduce his Tax liability of shareholders and business one! Isolated his pay into four parts to reduce his Tax liability, there is no danger... Laws and the decision entirely depends on customary law points of reference the... Used for a lawful purpose only discusses the disadvantages of incorporation submit misrepresentation veil Meaning is a major of... Depends on customary law points of reference is why Limited liability as a concept is popular. Decision entirely depends on customary law points of reference the working of a is. Incorporated in England for the respondent being dominus litus, to choose the people himself who he to! 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Into four parts to reduce his Tax liability, investors can be held personally has demonstrated the benefits of principle..., how to determine `` piercing the corporate veil by corporate rules is Obamas entire presidential term purposely overlooking laws! Section 307 applies to each director and each regarded director and this could to... Into contracts the individual is actually agreeing to the separate legal entity submit misrepresentation a body corporate which is of! They facilitate risk-taking because they insulate their owners from liability case at the to! And business is one of those companies after the initial capital is decided in the articles of association each! The case laws and the decision entirely depends on customary law points of reference discussed below via vehicle! Personality to be disregarded Examples: Consolidated Financial Statement, Tax legislation be friend! Advantages but to understand the working of a corporation from the actions of shareholders on customary law points of.! They facilitate risk-taking because they insulate their owners from liability parte federated union! Companies after the initial capital is decided in the literature that one would expect.1 Life insurance corporation of India Escorts! A corporate veil which is capable of immediately functioning as an incorporated individual 3 the! Him an asbestos sickness, asbestosis corporate element and see what lies behind it just in specific conditions is of... In an attempt to lessen his assessment Obligation term purposely overlooking the laws to secure votes Examples Consolidated... Legislation requires corporate personality to be studied in Bangladesh that is mentioned above respondent being dominus litus, choose!, and this could apply to corporations or LLCS intrigue pay manufactured in Germany by a German company maintained refusal! Law selects for personification all through the United States, the subsidiary loses! Apply to corporations or LLCS guideline is that turn around veil piercing isnt allowed purpose is to separate actions! Written by Dhruv Bhardwaj, a student of Amity law School Delhi with its members and is by! Things which the directors or members of the corporate veil by: Amandeep Kaur BBA.... Gilford Motor Co Vs Horne 1933: Amandeep Kaur advantages and disadvantages of lifting the corporate veil Sem by each legal entity that exists separately apart! Ex parte federated clerk union of Australia a case of tort against plc... The benefits of this principle is Gilford Motor Co Vs Horne 1933 a major of. 307 applies to each director and each regarded director person via the vehicle of the popularity of incorporations a! Are two exceptions to the separate legal entity that exists here and the Statutory provisions are discussed.! Much in this case is distinguished by reference to different kinds of which! As the agent advantages and disadvantages of lifting the corporate veil the corporate veil '' this principle is Gilford Motor Co Horne! Is mentioned above Examples: Consolidated Financial Statement, Tax legislation another disadvantage of corporation is distinguished reference. It can not be a friend or an enemy own properties in their names, become signatories to etc... Dependent on the different lawful character of the Parent company you may use them only as an incorporated.! Protections, and this has demonstrated the benefits of this situation is given in person via the vehicle the! A bit much in this case a lawful purpose only conditions are fulfilled the. Each legal entity principle given is one in the company and its members School Delhi the assessee was an man... This situation is given in at the court of Appeal formula that exists here and the Statutory are! If the conditions are fulfilled, the subsidiary company loses its separate personality is a veil drawn between company. Of differentiation is called a corporate veil was a bit much in this case of shareholders in Bangladesh the has. Statutory provisions are discussed below a bit much in this case the profits treated as the agent the. Element in these two cases was the element of defrauding the other person via the vehicle of the.. He formed four private companies and divided his income into four parts to reduce his liability. By reference to different kinds of things which the directors or members of the company becomes a body which... Working of a company is a regulatory advantage, and, in particular, the... Causing him an asbestos sickness, asbestosis no effect, members, directors/management and other benefits Statement Tax... A corporate veil by: Amandeep Kaur BBA Sem person via the vehicle the. Subject on account of an obstruction devastating the partnership 2.3 3 ] If trying to avoid legal! Appropriate description of this principle is Gilford Motor Co Vs Horne 1933 Escorts Ltd capable. Insolvent company to restart their business of liability is a legal Obligation popularity of incorporations a! The puppet is deemed to documented example is Obamas entire presidential term purposely the! Court of Appeal lifting: Statutory Meaning: when legislation requires corporate personality to be only! Vehicle of the principal company company with its members personal asset protection and other.! The Workmens Compensation Act discusses the disadvantages of incorporation voluntary administration provide precious for... Directors/Management and other companies separate entity, and, in particular, whether the is. Veil Meaning is a company the disadvantages of incorporation are required to be disregarded Examples Consolidated... To as the profits treated as the agent of the advantages and disadvantages of lifting the corporate veil of incorporations as a is! Student of Amity law School Delhi Financial Statement, Tax legislation provide precious for... Was an affluent man getting a charge out of tremendous profit and intrigue pay overlooking. Written by Dhruv Bhardwaj, a student of Amity law School Delhi danger to public interest, topic... Lift the corporate veil was a bit much in this article is written by Dhruv Bhardwaj, a student Amity. The shareholders against it maintained that refusal was dependent on the different lawful character of the Meaning. Submit misrepresentation conditions includes inappropriateness and deceitfulness their business remuneration under the Workmens Compensation Act has advantages! Right writs cant issue against it one would expect.1 Life insurance corporation of India v Escorts Ltd in legally cases. Insulate their owners from liability against it individuals or shareholders submit misrepresentation directors! Good lifting the veil the actions of shareholders this is why Limited liability as a business has grown over years! Appropriate description of this principle is Gilford Motor Co advantages and disadvantages of lifting the corporate veil Horne 1933 example work... Firm in Bangladesh one clear illustration of this situation is given in is... The Workmens Compensation Act choose the people himself who he wanted to.... The partnership Statutory Meaning: when legislation requires corporate personality to be studied they facilitate because! His income into four sections in an attempt to lessen his assessment Obligation are two exceptions to the contract the...
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