1. The Law of Corporation

2. Factors Considered 1. creation—how the business is started 2. management—how it is managed and operates on a daily basis 3. ownership—who owns the business’s property and assets 4. profit—how the business’s profits and losses are distributed 5. liability—who is accountable for the business’s legal responsibilities 6. taxation—how the business is taxed 7. continuity—the length of the business’s life 8. termination—how the business can be terminated

3. Business Organizations Sole proprietorship partnership corporation

4. Sole proprietorship a sole proprietorship is an unincorporated business owned by one person. small scale, simplest and most numerous form of business

5. Advantages of Sole proprietorship Simplicity: legal formalities Autonomy: freedom of action. Sole Gain Single Tax Shelter Income: Depreciation

6. Disadvantages of Sole proprietorship Limited Resources Unlimited and Unshared Liability Business Dies with the Sole Proprietor

7. Partnerships A partnership, then, is a voluntary association of two or more persons, each contributing money, property, skills, labor, or goodwill as the capital of the new firm.

8. Partnerships General Partnership Limited Partnership Professional Partnerships

9. General Partnership Each is fully liable for the debts of the business, and each shares in the profits.

10. Advantagesof General Partnership The partners get all the profits. The partnership itself is free from federal income tax. Partnerships permit a pooling of capital and talent and a sharing of risk.

11. Disadvantagesof General Partnership The death of a partner may automatically end the partnership Business debts can devour all of the business assets.

12. Limited Partnership at least one limited partner and one general partnerthe A limited partner is largely an investor in the firm. A general partner is one who has unlimited liability and is active in managing the partnership.

13. Professional Partnerships They are usually not capital intensive. The real value of the typical personal service partnership lies in the training, knowledge, skill, experience, character, and reputation of the individual members of the firm. As a consequence, the firm’s income is derived almost entirely from the personal services rendered by the partners.

14. Corporation A body, created by law, composed of individuals united under a common name, the members of which succeed each other, so that the body continues the same notwithstanding the change of individuals who compose it, and is, for certain purposes, considered as a natural person

15. Corporation A corporation is created by law. A corporation is invisible and intangible. A corporation is an intangible artificial being

16. Types of Corporation for profit & not-for-profit unlimited liability & limited liability public & private parent & subsidiary head office & branch office

17. Formation of Corporation Promoters Selection of a state in which to incorporate; Preparation : name, nature and purpose, duration, capital structure, registered office and agent, incorporators Certificate of incorporation First organizational meeting

18. Corporate Financing Stocks Debt securities

19. True or False A company business entity can continue even though the holders of shares change and shareholder die. A partner is not liable for what happened before becoming a partner or for what happened after retiring from the firm.

20. True or False In a limited partnership, a limited partner contributes capital to the partnership but has no right to participate in the management and operation of the business. The limited partner assumes no liability for partnership debts beyond the capital contributed. A partner's interest in a partnership is freely transferable.

21. True or False A director of a corporation can amend the articles of incorporation when he deems it necessary. A shareholder has a right to inspect the corporation's books and records. Directors' management responsibilities include appointment, supervision and removal of corporate officers and other managerial employees and determination of their compensation