Реферат: Business associationsРеферат
«BUSINESS ASSOCIATIONS»BUSINESS ASSOCIATIONS
I.CHARACTERISTICSOF A CORPORATION
A.PRINCIPALCHARACTERISTICS OF A CORPORATION
a)EntityStatus--a corporation is a legal entity created under the authority of legislature
b)LimitedLiability--as a legal entity, a corp is responsible for its own debts;its sh’s liability is limited to their investment;
c)FreeTransferability of Interest--shares, representing ownership interests,are freely transferable;
d)CentralizedManagement and Control--a corp’s management is centralized in a boardof dirs and officers. Shs have no direct control over the board’s activities;
e)Duration--Continuityof Existence--a corp is capable of perpetual existence;
f)Taxation--acorp, as an entity, pays taxes on its own income; shs are taxed only ondividends;
g)RememberAttributes of the Corporation--CLIFF:
1)Centralization of management;
3)Forever (perpetual duration);
4)Freely alienable (shares can be sold).
B.CORPORATIONS DISTINGUISHED FROM OTHER FORMS OF BUSINESS ASSOCIATIONS.
1.GENERALPARTNERSHIPS--in most states, p’ships are governed by the UniformPartnership Act (UPA). However, the Revised UPA (RUPA) has been adopted by afew states
a)AggregateStatus--a p’ship is an aggregation of two or more persons who areengaged in business as co-owners. Although not a legal entity, a p’ship istreated as one for certain purposes, e.g., ownership and transfer of property.RUPA confers entity status on p’ships;
b)UnlimitedLiability--every partner is subject to unlimited personal liability onp’ship debts;
c)Transferabilityof Interests--a partner cannot make a transferee a member of thep’ship. She can, however, assign his interest in the p’ship, thus permittingthe assignee to receive distributions of profits. Because the assignee does notbecome a member of the p’ship, he is not entitled to participate in p’shipbusiness or management.
d)Durationand Dissolution--a p’ship cannot have perpetual existence. It isterminable at will unless a definite term is expressed or implied, and is alsodissolved by death, incapacity, or withdrawal of any partner.