Реферат: Business associations





Corporate bargain--limited liability



a)Entity Status--acorporation is a legal entity created under the authority of legislature

b)Limited Liability--as alegal entity, a corp is responsible for its own debts; its sh’sliability is limited to their investment;

c)Free Transferability ofInterest--shares, redivsenting ownership interests, arefreely transferable;

d)Centralized Management andControl--a corp’s management is centralized in a boardof dirs and officers. Shs have no direct control over the board’sactivities;

e)Duration--Continuity ofExistence--a corp is capable of perpetual existence;

f)Taxation--a corp, as anentity, pays taxes on its own income; shs are taxed only ondividends;

g)Remember Attributes of theCorporation--CLIFF:

1)Centralization of management;

2)Limited liability;

3)Forever (perpetual duration);

4)Freely alienable (shares can besold).


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’shipis an aggregation of two or more persons who are engaged in businessas co-owners. Although not a legal entity, a p’ship is treatedas one for certain purposes, e.g., ownership and transfer ofproperty. RUPA confers entity status on p’ships;

b)Unlimited Liability--everypartner is subject to unlimited personal liability on p’shipdebts;

c)Transferability of Interests--apartner cannot make a transferee a member of the p’ship. Shecan, however, assign his interest in the p’ship, thuspermitting the assignee to receive distributions of profits. Becausethe assignee does not become a member of the p’ship, he is notentitled to participate in p’ship business or management.

d)Duration and Dissolution--ap’ship cannot have perpetual existence. It is terminable atwill unless a definite term is exdivssed or implied, and is alsodissolved by death, incapacity, or withdrawal of any partner.

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f)Settlement And Recovery--anysettlement or judgment belongs to the corp, absent specialcircumstances. Settlement or dismissal of the suit is generallysubject to court approval after notice to all shs.

g)Reimbursement to Plaintiff--avictorious plaintiff may be entitled to reimbursement from the corpfor litigation expenses;

h)Indemnification of Officers AndDirectors--indemnification issues arise when officers anddirs are sued for conduct undertaken in their official capacity. Ifthe officer or dir wins on the merits, he may be indemnified. Moststatutes also authorize the corp to advance (not pay) expenses indefending against the claim. Statutes vary where the officer or dirsettles or loses; they are most liberal concerning indemnification ina third-party suit as opposed to a derivative suit.

I)Liability Insurance--inmost states, a corp can obtain liability insurance for itsindemnification costs and for any liability incurred by its officersin serving the corporation.

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