BUSINESS ORGANIZATIONS
SOLE PROPRIETOR


   It is the
     least
  expensive
 and easiest
  to create.
SOLE PROPRIETOR



There is
only one
 owner.
SOLE PROPRIETOR

   Do you need the
    government’s
    permission to
       open the
      business?
SOLE PROPRIETOR



May need
 a license
or permit.
SOLE PROPRIETOR
   Can Joe Roberts
just open his bar under
  the name of Tyler’s
 Sports Bar and Grill?
SOLE PROPRIETOR


     Need to file
  a fictitious name
  registration if you
    want to open a
 business in a name
other than your own.
Can’t use a
fictitious name
      that is
   misleading
SOLE PROPRIETOR


This form has the
greatest liability
   because the
   debts of the
 business belong
  to the owner.
SOLE PROPRIETOR


You can reduce the risk
 by keeping all of your
    personal assets in
   joint names with a
 spouse and by buying
  liability insurance.
PARTNERSHIP


  When two or
  more people
operate a business
      as co-
owners, they have
    created a
   partnership.
PARTNERSHIP



 How do the
partners share
in the profits
 and losses?
PARTNERSHIP



  They will share
in the profits and
   losses equally
 unless there is an
 agreement to the
      contrary.
PARTNERSHIP


• Agreement between two
  or more people
• Can be oral, written or
  by implication
• Partner’s are responsible
  for debts
• Cost is minimal
• Articles of Partnership
PARTNERSHIP
  If Joe Roberts
opens the bar with
another person and
   nothing is said
 about the type of
 business entity to
   be used, what
      happens?
PARTNERSHIP



 A partnership
    arises by
   implication
 because there
are two owners.
PARTNERSHIP


Generally, each
 partner has an
  equal right to
participate in the
 management of
  the business.
PARTNERSHIP


   This right can
 be altered by the
agreement whereby
one of the partners
 can have a greater
         say.
PARTNERSHIP


     Each
has unlimited
liability for the
  debts of the
   business.
PARTNERSHIP


   What
rights does
 a creditor
   have?
PARTNERSHIP


    Creditor must
     first go after
the partnership assets
 and then they can go
  after the partner's
         assets.
PARTNERSHIP


   Can the
 creditor go
after just one
 partner for
  the debt?
PARTNERSHIP


  The debts are
joint and several.
 This means that
 the creditor can
   go after one
      person.
PARTNERSHIP


 A change in
 the partners
terminates the
 partnership.
PARTNERSHIP


  Termination
 is a two-step
    process:
dissolution and
   winding up.
PARTNERSHIP


   A dissolution
is when a partner
    ceases to be
  associated with
    the venture.
PARTNERSHIP


 A winding up
  involves the
collecting of the
   assets and
 distribution of
   the assets.
LIMITED PARTNERSHIP


 A limited partnerships
 consist of one or more
  general partners and
   one or more limited
         partners.
LIMITED PARTNERSHIP


     This form of business is
 generally used to raise revenue
  since the liability of the limited
     partners is limited to the
  persons’ investment as long as
      they have no say in the
     operation of the business.
LIMITED PARTNERSHIP


  Must file a Certificate
 of Limited Partnership
    with the state which
 certificate must state that
  the business is a limited
        partnership.
LIMITED PARTNERSHIP


 The business must be
  run by the general
  partners without the
 active participation of
  the limited partners.
LIMITED PARTNERSHIP


    The liability of the
    limited partner is
      restricted to the
    investment but the
   general partners have
    unlimited liability.
LIMITED PARTNERSHIP


   A limited partnership
    is dissolved the same
       way as a general
          partnership.
  However, the death of a
  limited partner does not
     dissolve the business.
LIMITED LIABILTY PARTNERSHIP




     Business
  uses the initials
      “LLP”
LIMITED LIABILTY PARTNERSHIP



      This is a hybrid
 between a partnership and
  corporation. It is used by
  professionals like lawyers
    and doctors to avoid
      personal liability.
What are the
    legal
requirements?
LIMITED LIABILTY PARTNERSHIP




   It must be registered
  with the state as an LLP
  and the business must file
    a certificate of annual
   registration each year.
LIMITED LIABILTY PARTNERSHIP




    The partners are
  not personally liable
   for the malpractice
    claims against the
     other partners.
CORPORATION



It is a separate
 entity created
     by state
     charter.
CORPORATION



• Owners get stock in
  the corporation
• Owners liability is
  usually limited to the
  value of the stock.
CORPORATION


  A corporation is a
separate entity so its
status does not change
with the death or sale
     of stock by a
     shareholder.
Think of Macy’s
  Department Store. A
stockholder may die but
  the business goes on.
CORPORATION


• Shareholders elect the
  board of directors
• Directors set policy and
  appoint officers
• Officers run business ona
  daily basis
CORPORATION


• Owners liability is usually
  limited to capital
     contribution
• Owner can be liable if he or she
  guarantees corporate debt
• Pierce corporate veil
• Owners always liable for
  payroll taxes of coproation
Can the officers of a
 corporation ever be
personally liable for
  the actions of the
      business?
CORPORATION



 Officers may be
    liable for the
    criminal acts
of the corporation.
CORPORATION



Can you say
  double
 taxation?
CORPORATION



  Business and
shareholders both
    pay taxes.
Is there anyway
of getting around
double taxation?
Let me introduce
you to the world of
 the Subchapter S
   corporation.
SUBCHAPTER S


Profits and losses
go on the personal
tax returns of the
 stockholders and
     not on the
 corporate return
CHAPTER TWELVE
   International Law
Can you just do
business in another
     country?
There are all sorts of hoops a company
        has to jump through if
 they want to do business in another
                country.
Exporting is a
     privilege
and the company
 needs a license.
INTERNATIONAL LAW
    Governs the
relationships among
     countries.
Public International Law
 examines relationships
   among nations and
uses rules, treaties and
  conventions that are
 binding on all countries
TREATIES
 Determines rules under
 which world traders can
conduct business activities
    within each other’s
        territories.
TREATY
BILATERAL
Agreement
  between
two nations
MULTILATERAL
   Agreement
  between more
than two nations.
Private International
  Law looks at the laws
 applicable to private
parties in their business
   affairs when they
   are from different
         nations.
Private International
 Law tries to solve
   these types of
  problems through
  trade practices.
There are
      international
    norms created by
  commercial entities
that are applied by the
      merchants to
   their transactions.
Many customs
 have been supplemented
by the active participation
   of the government
      in establishing
    international legal
          norms.
For instance, Congress has
 signed a number of laws
   for international trade
  and treaties have been
 enacted that incorporate
    general international
     legal principles into
          U.S. law.
The Foreign Sovereign
Immunities Act reinforced
 the immunity of foreign
   governments in the
   U.S. courts but not
    when engaged in
  commercial activities.
These are organizations
    and business entities
that play a role in creating
      international legal
     principles and rules
       that govern the
   community of nations.
Can you think of any
 such organizations?
Where is
the real power
in the United
   Nations?
Security Council
•Fifteen countries
•Five permanent members
•Each has veto power
    over the General
    Assembly
Can you
name the permanent
   members of
   the Security
     Council?
COUNTRIES
•   United States
•   Russia
•   United Kingdom
•   France
•   China
•   Assembly elects other 10
Let me give you a clue.
  Twenty-seven nations
from the same geographic
area have joined together
for political and economic
         purposes.
EUROPEAN UNION
  TODAY, THE EU HAS
ITS OWN LEGISLATIVE,
    JUDICIAL AND
EXECUTIVE BRANCHES
Can you think of
    any other
countries who have
 come together in
   an alliance?
North American Free Trade Agreement
NAFTA
  is made up of
Canada, the United
States and Mexico.
These countries are
   not a common
 union but merely
  a trade alliance.
NAFTA
Eliminates import
 and export tariffs
 between member
    countries.
ASEAN
    Created to
stimulate economic
growth in Southeast
       Asia.
It has created a
    free trade area and
has eliminated tariffs and
non-tariff barriers among
 it is member countries.
WTO
•Decides disputes among
    member countries
•Can impose sanctions
    if member country
    does not abide by the
    rules
WTO
It establishes broad rules
for the trade of good and
  services and provides
 sweeping reductions in
   trade barriers among
     member nations.
141 countries belong
and its headquarters
        are in
Geneva, Switzerland.

Chapter 10 and 12