1. CHAPTER 12 CORPORATION LAW 22 May 2006

2. Contents Listening Practice Words and Expressions Discussion 4

3. Listening Practice 1. 1.Partnership 1. 1. Partnership is an association of two or more persons to carry on a business for profit. 2. 2. Each partner is viewed as others agent. 3. 3. Every partner may take part in the management in partnerships business. 2. 2.Company law 1. 1. A company director owns fiduciary duty( ) to the company 2. 2. A company is regarded by the law as a person, an artificial person 3. 3. An enterprise as an legal person shall conduct operations within the arrangement approved and registered. 4. 4. He is a director appointed under the article of the company.

4. DiscussionSetting up a business in the US The selection of the appropriate type of enterprise is complex, several factor should be weighing: The number of people who own the business or share in its profits or losses Cost of setting up business Capital-raise Desire of the owners to limit their risk Tax-levy Comparison among 3 forms of business Comparison among 3 forms of business

5. Sole Proprietorship PartnershipCorporation Requirements to set up Obtaining a license (on other permission or formality) An partnership is normally required Approved by secretary of state enjoy profit and suffer losses Single ownerTwo or more Partners Numbers of Shareholders Cost of starting business Lest costlyLess costlyHigh Expenditures Raise capitalLest opportunityLessEasiest Owners liabilityUnlimited liabilityUnlimited or limited liability Limited liability Tax-levySingle tax Double tax Business to do Retail shop, consulting firms, insurance agency Service enterprise: law firm, accounting firm, etc. Manufacturing Which business form will you advise to the Chinese businessman?

6. Commercial law of the US Commercial law Consumer Credit Bankruptcy Banking Negotiable instruments Mortgages Contract Debtor- Creditor Landlord- Tenant Real estate transaction Sales Refer to http://www.law.cornell.edu/wex/index.php/Commercial_law

7. CHAPTER 13 COMMERCIAL LAW Background knowledge Background knowledge Words and expression of text Words and expression of text

8. Commercial law of the US Banking law Banks and bank accounts regulated by state and federal statutory law. Bankruptcy law Bankruptcy law allows a debtor, who is unable to pay his creditors, to resolve his debts through the division of his assets among his creditors. Bankruptcy law is federal statutory law Law of Consumer credit Credit allows consumers/merchants/bank to finance transactions(credit card account) Includes federal and state statutory laws.

9. Commercial law of the US Debtor - creditor law It governs situations where one party is unable to pay a monetary debt to another. Arises mainly from state statutory and common law Landlord-tenant law It governs the rental of commercial and residential property. Be composed primarily of state statutory and common law. Mortgages law A mortgage involves the transfer of an interest in land as security for a loan or other obligation. Be mainly governed by state statutory and common law.

10. Commercial law of the US Law of Negotiable instruments A negotiable instrument is an unconditioned writing that promises the payment of a fixed amount of money. Mainly state statutory law. Eg. Drafts and Check. Law of Real estate transactions Federal statutes, state statutory and common law. Law of Sales Transactions for the sale of goods is governed mainly by sales laws of each state.

11. Words and Expressions Probate Sales Commercial paper Bank deposits and collections Letter of credit Bulk transfer Document of title

12. Words and Expressions Secured transactions Repealer Bill of lading ; Air waybill Warehouse receipt Factor lien Law merchant Force and effect