Upload
karlee-roundtree
View
221
Download
1
Tags:
Embed Size (px)
Citation preview
CHAPTER 12 CHAPTER 12
CORPORATION LAWCORPORATION LAW 22 May 200622 May 2006
ContentsContents
Listening PracticeListening Practice
Words and ExpressionsWords and Expressions
DiscussionDiscussion
44
Listening Practice
1. Partnership1. Partnership is an association of two or more persons to
carry on a business for profit.2. Each partner is viewed as others’ agent.3. Every partner may take part in the management in
partnership’s business .
2. Company law1. A company director owns fiduciary duty( 诚信责任 ) to the
company2. A company is regarded by the law as a person, an artificial
person3. An enterprise as an legal person shall conduct operations
within the arrangement approved and registered.4. He is a director appointed under the article of the
company.
Discussion—Setting 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 lossesCost of setting up businessCapital-raiseDesire of the owners to limit their riskTax-levy Comparison among 3 forms of business
Sole Sole ProprietorshipProprietorship
PartnershipPartnership CorporationCorporation
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 owner Two or more Partners
Numbers of Shareholders
Cost of starting business
Lest costly Less costly High Expenditures
Raise capital Lest opportunity Less Easiest
Owner’s liability Unlimited liability Unlimited or limited liability
Limited liability
Tax-levy Single tax Single 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?Which business form will you advise to the Chinese businessman?
Commercial law of the USCommercial law of the US
Commercial law
Consumer Credit
BankruptcyBankingNegotiable
instruments
Mortgages Contract
Debtor-Creditor
Landlord- Tenant
Real estate transaction
Sales
Refer to http://www.law.cornell.edu/wex/index.php/Commercial_law
CHAPTER 13 COMMERCIAL LAWCHAPTER 13 COMMERCIAL LAW
Background knowledgeBackground knowledge
Words and expression of textWords and expression of text
Commercial law of the USCommercial 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.
Commercial law of the USCommercial 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.
Commercial law of the USCommercial 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.
Words and ExpressionsWords and Expressions
Probate 遗嘱认证Sales 买卖Commercial paper 商业票据Bank deposits and collections 银行押金与托收Letter of credit 信用证Bulk transfer 大量财产转让Document of title 产权证书
Words and ExpressionsWords and Expressions
Secured transactions 有担保的交易Repealer 废止议案Bill of lading 提单 ; Air waybill 空运提单Warehouse receipt 仓储单据Factor lien 代理商留置权Law merchant 商人法、商法Force and effect 法律效力