国际商法公司法Unit+1+different+organizations

Unit 1 Introduction to different forms of business entitiesv 1 sole proprietorshipsv 2 partnershipsv General Partnership, Limited Partnership, LLC (Limited Liability Company) v 3 corporationsSole proprietorshipv1. definitionv A person doing business for himself or herself is a sole proprietor; the business organization is a sole proprietorship. The sole proprietorship is the oldest and simplest form of business organization. v As a proprietor, a person may simply begin to do business without formality in enterprises that do not require a government license or permit. The proprietor generally owns all or most of the business property and is responsible for the control, liabilities, and management of the business. v In a sole proprietorship, legally and practically the owner runs the business, and capital must come from the owners own resources or from borrowed resources. The greatest disadvantage of the sole proprietorship is the limited alternatives for raising capital and the proprietor usually bears unlimited responsibility to the enterprises debt. v2. characteristicsv a. sole proprietorship is set up by one person;v b. the assets of proprietorship belongs to the investor;v c. the investor bears unlimited liability to the proprietorships liability;v d. the proprietorship is not a legal person. v3. merits v a. it does not need large amount of capital; v b. it enjoys tax benefit; v c. its easy to organize and inexpensive to operatev4. demeritsv a. its very difficult to raise capital;v b. the investor bears unlimited liability; v c. the business scale is small. Partnershipsv1. definitionv A partnership is defined as an association of two or more persons to carry on a business as co-owners for a profit. The partners or general partners share control over the businesss operations and profits. Many attorneys, doctors, accountants, and retail stores are organized as general partnerships. v A partnership can begin with an oral agreement between two or more persons to do business as partners or with an implied agreement that may be inferred from the conduct of the partners as they do business together. v The partnership agreement usually specifies such matters as the business name, ownership interests of the partners, partners responsibilities, method of accounting, duration of the partnership, and procedures for the partnerships dissolution. v v2. characteristicsv a. the admission of new partner needs unanimous 一致同意的 consentv b. partners are liable for the partnerships obligation. v c. partners bear joint and separate liability. （连带 责任） v3. merits v a. easy to organize and inexpensive to operatev b. enjoys tax benefitsv c. keeps commercial secrete privatev4. demeritsv a. partners do not enjoy limited liabilityv b. a partner retirement, bankruptcy, withdraw or death may cause the partnership to dissolvev vCase v 刘立、程非、张武三人合伙于二年四月创办 生利纸品厂，各出资10万元，二一年五月张武退伙 另图发展，收回了自己的全部合伙投入费及应得的利润 。二二年七月债权人何强向张武追讨二年七 月的欠款2.625万元（含二年的利息5%），张武以自己 早已退伙为由拒绝归还，经多次协商未果，向人民法院 提起诉讼，要求张武按协议归还欠款及利息2.625万元 。 v审理：人民法院在审理中查明，二年四月，刘 立、程非、张武自愿合伙创办生利纸品厂，各出资10 万元，利益共享，风险共担，有合伙协议为证。v二一年五月张武退伙，抽回全部合伙投入费10万 元及收益分配1.75万元，未对债务承担进行分割。v二年七月，三人共同决定向债权人何强借款7.5 万元，两年期利息5%，到期一次偿还7.875万元，由各 人承担三分之一，有借款协议为证；v刘立、程非已按协议归还何强借款5.25万元。 v判决：张武在判决生效之日起十日内一次性归还债权 人何强借款2.625万元 Corporationsv 1. definitionv A corporation is owned by shareholders who elect a board of directors to manage the business. Shareholders have limited liability for the obligations of the corporation. v 2. characteristicsv a. Owners liability: the shareholders enjoy the limited liability;v b. Existence: The existence of the corporation is independent from the change of the shareholders.v c. Legal Status: a corporation is a legal person and a legal entity independent of its owners (shareholders) and its managers (officers and board of directors);v v d. Management: the management of the corporation is vested in the board of directors;v e. Transferability of owners interest: the shares may be sold or transferred to a third person without the approval of the corporation.v f. Taxation: a corporation pays income taxes on its income. A shareholder would have personal income from the corporation when the corporation pays him a dividend. And the shareholders pay tax on the dividends. v 3. merits v a. the investor enjoys limited liabilityv b. the business is managed by professional managersv c. the shareholders can easily exit the corporation by transferring the sharesv d. it can easily get money from the bank or securities market v 4. demeritsv a. tax disadvantagev b. more expensive to operatev c. complex structurevCase v2002年4月30日，山东省东营某汽车修理有限公司以资 金周转困难为由，向王某借款20万元作为生产的流动资 金。双方约定年利率为7，借款期限为1年，到期连本 带息归还。但到约定的时间，该公司未向王某付款。汽 车修理有限责任公司是由胜利石油管理局钻井某公司、 香港某公司出资组成的合资公