A.PRINCIPAL CHARACTERISTICS OF A CORPORATION
a)Entity Status
--a corporation is a legal entity created under the authority of legislature
b)Limited Liability
--as a legal entity, a corp is responsible for its own debts; its sh’s liability is limited to their investment;
c)Free Transferability of Interest
--shares, representing ownership interests, are freely transferable;
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;
e)Duration
--Continuity of Existence--a corp is capable of perpetual existence;
f)Taxation
--a corp, as an entity, pays taxes on its own income; shs are taxed only on dividends;
g)Remember Attributes of the Corporation--CLIFF
:
1)Centralization of management
;
2)Limited liability
;
3)Forever (perpetual duration);
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 p’ships;
b)Unlimited Liability
--every partner is subject to unlimited personal liability on p’ship debts;
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 wrongful.
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 partners.
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 the p’ship.
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 exhausted.
2.JOINT VENTURE--a p’ship formed for some limited investment or operation, as opposed to a continued business enterprise. Joint ventures are governed by the rules applicable to p’ships
3.LIMITED PARTNERSHIP--this is a p’ship consisting of two classes of partners: general
partners
(with rights and obligations as in an ordinary p’ship) and limited partners
(with no control and limited liability).
4.LIMITED LIABILITY PARTNERSHIPS--in a LLP, a general partner is NOT personally liable for all p’ship obligations arising from negligence, wrongful acts, and misconduct absent his involvement in the misconduct. There is no exclusion for liability for contractual obligations.
5.LIMITED LIABILITY COMPANIES--LLC is a non-corporate business entity whose owners (members) have limited liability and can participate actively in its management. An LLC may be either for a term or at will. It can be managed either by its members or nonmember managers. Depending on the statute, distributions are made either equally to each member or in proportion to each member’s contribution.
a)Withdrawal and Dissolution
--some statutes provide that any event that terminates a member’s membership (death, resignation) causes dissolution. Other statutes distinguish between fault events(member misconduct...) and non-fault events (death, bankruptcy), and some provide that dissolution can be avoided by paying the withdrawing member fair value for his interest.
b)Advantages of LLCs
--An LLC for a business association, not publicly held, has strong advantages: partnership taxation, virtually no restrictions in structuring ownership interests and management, limited liability for owners and managers, and no limitations on the number or nature of owners.
Другие работы по теме:
Men Women And Conversation Essay Research Paper
Conversation Some piece of writing on human characteristics can either relate to an individual or it has no relevance and the individual would then disagree. In the articles His Talk, Her Talk by Joyce Maynard and Man to Man, Woman to Woman by Mark Sherman and Adelaide Haas both topics are about the different communication characteristics the different sex possess.
Know Thyself Essay Research Paper How does
Know Thyself Essay, Research Paper How does one really know themselves? You could recognize the exterior and know your own reflection. Sure you are 6 2 with brown hair and eyes. Not a bad-looking individual. But you are not your physical characteristics but your spiritual ones. If you could look into something and see your internal reflection would you want to? What would you see? What would you learn? What would that something be? What could possibly dig deep into your soul and reveal your innermost person?
Long Term Analysis Essay Research Paper Analysis
Long Term Analysis Essay, Research Paper Analysis by a Long Term Creditor The interest a long term creditor is currently receiving is 5.6%. A long term creditor could receive as much as 22.7% working somewhere else in the same industry. So, currently the industrial average is giving 17.1% more interest than workingat Cameco Corporation, which is quite a big difference.
Good Or Evil Essay Research Paper Is
Good Or Evil Essay, Research Paper Is Man Inherently Good, Bad, Both? Psychologists often struggle with the question does man have inherently good characteristics, or do they lead to the negative. What makes a man act the way he does? Is it nature, hormone imbalances, or the way he is raised? Man s intrinsic characteristics can be good bad or both.
Characteristics Of A Leader Essay Research Paper
Characteristics of a Leader Think of some important leaders you know, whether they are good or bad. They may be ancient, modern, made-up, or real. There are certain characteristics that make them a good leader, and, in the same line, a bad leader. In my opinion, the three most important good qualities of leader are honor, loyalty, and putting the people ahead of you.
A Tale Of Two Cities Sydney Carton
Essay, Research Paper A Tale of Two Cities: Sydney Carton In Charles Dickens’ novel A Tale Of Two Cities, Sydney Carton is a man of several distinct characteristics. Carton is shown originally to be a
Tragic Hero Scarlet Letter Essay Research Paper
A Tragic Hero A tragic hero displays many specific characteristics. Many of them are displayed by Arthur Dimmesdale in novel The Scarlet Letter. Arthur Dimmesdale is a tragic hero because he suffers beyond the depths of despair, and then comes to a moral resolution.
Perfect Man Essay Research Paper The perfect
Perfect Man Essay, Research Paper The perfect man is said to be hard to find, but I believe there is someone for every person. Sometimes a man is not perfect when you meet him, but he may have some qualities you like. If you are young some men will grow and mature into someone, you love. Dating is a search for the perfect man and a soul mate.
Status Characteristics Theory Essay Research Paper Status
Status Characteristics Theory Essay, Research Paper Status Characteristics Theory A group of five college students who each belonged to a Greek association had to decide on what hotel to stay in during their spring break vacation in Cancun. There is a valued, collective task within this situation. They all have invested a lot of money for this trip and they all want to make sure they get the most for their money.
Julius Caesar By William ShakespeareA Essay Research
Paper Julius Caesar by William ShakespeareSome tragedies are classified as classical tragedies and they may contain a tragic hero. This is true in William Shakespeare s Julius Caesar in which Brutus is the tragic hero. The play Julius Caesar contains many characteristics to classify it as a classical tragedy.
Kmart Corporation Essay Research Paper KMART CORPORATIONFACTSKmart
Kmart Corporation Essay, Research Paper KMART CORPORATION FACTS- Kmart was formed in the late 1950’s to challenge new forms of discount stores. They are a descendant of an organization Sebastian S. Kresge. The average Kmart store is around 100,000 square feet. In 1987 Kmart was the largest discount retailer in the United States.
Scripture On Matthew 3 Essay Research Paper
In Bruegemann s The Bible makes Sense chapter five deals with 3 characteristics of God that make the future bright and instill hope for believers. The 3 characteristics say God is a Freedom giver, an Exile-ender and Home-bringer, and a Life-Bringer. All three of these characteristics are seen all throughout the Bible and two specific examples are Mark 5:1-20 and Ephesians 2:11-22.
Race Pierre Van Den Berghe Essay Research
Paper When we look at physical characteristics such as skin color from the social definition perspective, there is no clear meaning, but these characteristics do have what is referred to as social meaning. Pierre van den Berghe defined a racial group as a “human group that defines itself and/or is defined by other groups as different from other groups by virtue of innate and immutable physical characteristics” (8).
Pride And Prejudice 7 Essay Research Paper
The book had a very interesting and exciting theme. The theme of the novel is that happiness demands that pride be replaced by self-respect and a reasonable humility, that prejudice must give way to tolerance and mutual respect, and that to these characteristics must be added sensibility, a capacity for genuine affection, and prudence.
Paper Products Corporation Essay Research Paper Mary
Paper Products Corporation Essay, Research Paper Mary Miller is the marketing manager for Paper Products Corporation and she has to decide whether she should allow her largest customer to buy some of Paper Products?
The Three Types Of Businesses In The
United States Essay, Research Paper A corporation is a business chartered by a state or the federal government that enjoys limited liability and has unlimited life. It is a business organization owned by its stockholders. As compared to the proprietorship and partnership forms, the corporation offers the following advantages: limited liability, unlimited life, and the ease of transfer to a new owner.
The Characteristics Of MrsDickinson Essay Research Paper
Everyone should has his own characteristics. Some of those characteristics should be positive while some should be negative, and they might be changed as time passes and things happens. Throughout the story “Tears, Idle Tears” , the author shows that Mrs.Dickinson has characteristics of beautiful, independent and demanding person.
A Thousand Acres Essay Research Paper This
A Thousand Acres Essay, Research Paper This is a book report about the book A Thousand Acres. Jane Smiley wrote this book, the grade level is 7.7 and it is worth twenty-seven points. This book is about three sisters who are each trying to be given a third of the farm corporation set up by their father. The aging father is trying to set up the corporation so that the daughters won?t have to pay inheritance taxes.
Education Essay Research Paper The Georgia Lottery
Education Essay, Research Paper The Georgia Lottery Corporation The Georgia Lottery was created in November 1992 by the people of Georgia to enhance education funding. The Lottery for Education Act createdthe Georgia Lottery Corporation (GLC) to oversee and operate the lottery. Rebecca Paul was hired in February 1993 as president of the GLC, andfour months later, on June 29, the Georgia Lottery was launched.
Job Satisfaction Essay Research Paper Journal of
Job Satisfaction Essay, Research Paper Journal of the American Dietetic Association, August 1989 v89 n8 p1087(5) A research model for relating job characteristics and job satisfaction of university foodservice employees
Macbeth Character Analysis Of Lady Macbeth Essay
, Research Paper MacBeth In The Tragedy of MacBeth, Lady MacBeth has strong id characteristics, and is not well balanced because her superego is severely out-weighed by her id. The id, superego, and ego are the
Forms Of Organization In Business Essay Research
Paper There are three main forms of organization in business: sole proprietorships, partnerships and corporations. Now according to the text, a vast majority of businesses are sole proprietorships in this country. However, the bulk of the sales are found in corporations. With this in mind, I believe that a corporation is the way to go.
Three Branches Of Science Essay Research Paper
Three Branches of Science Andrew Rambo Ms. Gardener 10th Grade Biology September 11, 2000 Science is such a wide area that it is divided into branches. Biology, chemistry and geology are three of these branches. Each branch of science are very different. They use many of the same techniques in the study of the materials in their area of science, but are very different materials.
Business Ownerships Essay Research Paper Will RushIntro
Business Ownerships Essay, Research Paper Will Rush Intro. To Business Summary 2-6-01 Sole proprietorships have numerous advantages and disadvantages. They are easy to start, needing only a license and a bank account. You are your own boss, and in turn make the rules. You also keep what you make and pay taxes at a lower rate than a corporation.
History Of The Intel Corporation Essay Research
Paper History of The Intel Corporation The Intel Corporation is the largest manufacturer of computer devices in the world. In this research paper I will discuss where, ehrn, and how Intel was
General Motors Essay Research Paper
“The company’s main competitors in cars and trucks in the United States and Canada are the Ford Motor Company, DaimlerChrysler Corporation, Toyota Corporation, Nissan Motor Corporation, Ltd., Honda Motor Company, Ltd., Mazda Motor Corporation, Mitsubishi Motors Corporation, Volkswagen A.G., Hyundai Motor Company, Ltd., Bayerische Motoren Werke AG (BMW), Volvo AB, and Kia Motors Corporation.”(www.gm)
Шан-И Чжу
Шан-И Чжу (Shun-I Chu), тайваньский предприниматель и ученый, основатель и президент фирмы ZyXEL Communications Corporation, мирового лидера в производстве модемов.