Business associationsДисциплина: Иностранные языки
Тип работы: Реферат
Тема: Business associations
Corporate bargain--limited liability
I.CHARACTERISTICS OF A CORPORATION
A.PRINCIPAL CHARACTERISTICS OF A CORPORATION
a)Entity Status--a corporation is a legal entity created under the authority of
liability is limited to their investment;
c)Free Transferability of Interest--shares, representing ownership interests, are freely
d)Centralized Management and Control--a corp’s management is centralized in a board of dirs
and officers. Shs have no direct control over the board’s activities;
shs are taxed only on
g)Remember Attributes of the Corporation--CLIFF:
4)Freely alienable (shares can be sold).
B.CORPORATIONS DISTINGUISHED FROM OTHER FORMS OF BUSINESS ASSOCIATIONS.
1.GENERAL PARTNERSHIPS--in most states, p’ships are governed by the Uniform Partnership Act (UPA). However, the
Revised UPA (RUPA) has been adopted by a few states
a)Aggregate Status--a p’ship is an aggregation of two or more persons who are engaged in
business as co-owners. Although not a legal entity, a p’ship is treated as one for certain purposes, e.g., ownership and transfer of property. RUPA confers entity status on
b)Unlimited Liability--every partner is subject to unlimited personal liability on p’ship
c)Transferability of Interests--a partner cannot make a transferee a member of the p’ship.
She can, however, assign his interest in the p’ship, thus permitting the assignee to receive distributions of profits. Because the assignee does not become a member of the p’ship, he
is not entitled to participate in p’ship business or management.
d)Duration and Dissolution--a p’ship cannot have perpetual existence. It is terminable at
will unless a definite term is expressed or implied, and is also dissolved by death, incapacity, or withdrawal of any partner.
1)Wrongful dissolution--p’ships can also be dissolved in contravention of
the p’ship agreement, by the express will of any partner, by a court or by a partner’s conduct. Upon wrongful dissolution, nonbreaching partners may seek damages for breach and, if
they choose to do so, may continue the p’ship upon payment to the breaching partner of the value of his interest.
1)Compare--dissociation under RUPA--termination results in either the
winding up of the p’ship or buyout of the dissociating partner, depending on the event triggering the termination. A buyout may be reduced by damages if dissociation was
e)Management and Control--absent a contrary agreement, every partner has a right to
participate equally in the partnership management.
f)Autority--each partner, as an agent of the firm, may bind the p’ship by acts done for the
carrying on, in the usual way, the business of the p’ship.
1)RUPA--a p’ship is bound by a partner’s act for carrying on in the usual
way either the actual p’ship business or a business of the kind carried on by the p’ship.
g)Ownership of Property--title may be held in the name of the p’ship, but property is owned
by the individual partners as tenants in p’ship. There is no tenancy in p’ship under RUPA, which provides that property acquired by p’ship is owned by p’ship, not individual
h)Capacity to Sue and be Sued--under the UPA, a lawsuit may be brought by or against
individual partners, rather than p’ship. Partners are jointly and severally liable for wrongful acts and breaches of trust; they are only jointly liable for debts and obligations of
1)Statutory reforms--many state statutes specifically allow a p’ship to
be sued in its own name. Other states make all p’ship liabilities joint and several. Other reforms provide that not all joint obligors need to be joined in a suit.
2)RUPA--a p’ship may sue and be sued in its own name, and partners are
jointly and severally liable for all p’ship obligations. A claim against the p’ship cannot be satisfied from a partner’s personal assets unless p’ship assets have been