Business Organizations Summary
THE LAW OF BUSINESS ORGANIZATIONS
Chapter 16 – Law of Sole Proprietorship and Partnership * Sole proprietorship – A business where the sole owner is responsible for the management and debts of the business. * Registration/licensing issues; Flexibility
* Partnership – Partnership Act (Ontario) defines partnership as a relationship that subsists between two or more persons carrying on business in common with a view to profit. * Differences between partnership and co-ownership * Joint and several liability * Partnership agreement – checklist of issues * Liability of partner for acts of employees * Rights and duties of partners to one another as set out in the Partnership Act (Ontario) * Dissolution of a partnership * Possible tax advantages of a partnership
* Limited Partnership – Consists of a general partner and limited partner(s). A limited partner may not actively participate in the management of the firm, but has limited liability. A general partner is a full partner with unlimited liability for the debts of the partnership.
* Limited Liability Partnership – A partnership that is particularly suited to professional practices. The unlimited liability of each partner is maintained for the general debts of the partnership and for the partner’s personal negligence. Individual partners are not responsible for claims arising from the negligent acts or omissions of other partners. * Registration
* Joint venture – A business relationship between corporations
Chapter 17 – Corporation Law * Corporation – A fictitious legal person with its own separate existence * Governing legislation e.g. CBCA, OBCA * Shareholder – Part owner of a corporation; a person who holds a share interest in a corporation * Director –Managing mind of corporation; a person elected by the shareholders of a corporation to manage its affairs * Outside directors * Officer – A person elected or
Chapter 16 – Law of Sole Proprietorship and Partnership * Sole proprietorship – A business where the sole owner is responsible for the management and debts of the business. * Registration/licensing issues; Flexibility
* Partnership – Partnership Act (Ontario) defines partnership as a relationship that subsists between two or more persons carrying on business in common with a view to profit. * Differences between partnership and co-ownership * Joint and several liability * Partnership agreement – checklist of issues * Liability of partner for acts of employees * Rights and duties of partners to one another as set out in the Partnership Act (Ontario) * Dissolution of a partnership * Possible tax advantages of a partnership
* Limited Partnership – Consists of a general partner and limited partner(s). A limited partner may not actively participate in the management of the firm, but has limited liability. A general partner is a full partner with unlimited liability for the debts of the partnership.
* Limited Liability Partnership – A partnership that is particularly suited to professional practices. The unlimited liability of each partner is maintained for the general debts of the partnership and for the partner’s personal negligence. Individual partners are not responsible for claims arising from the negligent acts or omissions of other partners. * Registration
* Joint venture – A business relationship between corporations
Chapter 17 – Corporation Law * Corporation – A fictitious legal person with its own separate existence * Governing legislation e.g. CBCA, OBCA * Shareholder – Part owner of a corporation; a person who holds a share interest in a corporation * Director –Managing mind of corporation; a person elected by the shareholders of a corporation to manage its affairs * Outside directors * Officer – A person elected or