Êðàòêîå ñîäåðæàíèå ðàáîòû
OF A CORPORATION
CHARACTERISTICS OF A CORPORATION
Status--a corporation is a legal entity created under the authority of
Liability--as a legal entity, a corp is responsible for its own debts; its sh’s
liability is limited to their investment;
Transferability of Interest--shares, representing ownership interests, are
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;
of Existence--a corp is capable of perpetual existence;
corp, as an entity, pays taxes on its own income; shs are taxed only on
Attributes of the Corporation--CLIFF:
alienable (shares can be sold).
DISTINGUISHED FROM OTHER FORMS OF BUSINESS ASSOCIATIONS.
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
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;
Liability--every partner is subject to unlimited personal liability on p’ship
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
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.
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.
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.
and Control--absent a contrary agreement, every partner has a right to
participate equally in the partnership management.
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.
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.
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.
to Sue and be Sued--under the UPA, a lawsuit may be brought by or against
individual partners, rather than p’ship. Partners are j......