Business Аssociations

Corporate bargain--limited liability

I.CHARACTERISTICS OF A CORPORATION

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.

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