Business Law Powerpointchapter 7

Business Law: An IntroductionOutcome 3:Case 1Q1:Scottland 法律所承认的商业组织类型PPT 1971.sole trader2.partnership3.private limited company and4.private limited company5.limited partnership6.limited liablity partnershipQ2：Lisa 应该办一个什么类型的企业？个人独资企业（sole-trade）---结合案例In the case, they do not involve shares and not much chance of that Set up a single member private company.they manage to open sole trader company. Because it is mall scale.Q3：列出sole trader advantages and disadvantages 2-3个PPTAdvantages:▪ A sole trader is to all intents and purposes to be regarded as a self-employed person.▪T otal control over his or her business and does not have to take into account the opinions of any shareholders, members or partners.▪Business affairs are private–competitors cannot see what you are earning, so will know less about how the business works and how it succeeds.Disadvantages:▪Can be difficult to enjoy economies of scale, i.e. lower costs per unit due to higher levels of production. A sole trader, for instance, may not be able to buy in bulk and enjoy the same discounts as larger businesses.▪There is a problem of continuity if the sole trader retires or dies –what happens to the business next?Case 2Q1：Traditional partnership and limited liability partnership 两者之间的区别▪Partnership▪1) Unincorporated business▪2) No need to be registered with Registrar of Companies and no need to supply formal documents▪3) Regulated by Partnership Act 1890 (unless the Regulated by the Limited Liability partners agree otherwise)▪4) Partners have unlimited liability in respect of partnership debts/liabilities i.e. partners are liable jointly and severally for all the firms debts▪Limited liability partnership▪1) Corporate body▪2) Must be registered with the Registrar of Companies and certain documents must be supplied▪3) Regulated by the Limited Liability Partnerships Act 2000▪4) Members enjoy limited liability in respect of LLP debts/liabilitiesQ2：转为LLP的好处P230无限转有限有限责任 a. 是有限责任，对企业债务存在有限责任b. 传统合作是无限责任Q3：What is the nature of the leal relationship between partners in firm? PPTFirm –traditional partnership▪The legal relationship between partners in a firm is a fiduciary relationship. Partners are agents of their fellow partners and the firm. Meinhard v. Salmon▪The legal relationship between a member and a limited liability partnerships is also a fiduciary relationship. According to section 6 of Limited Liability Partnerships ACT 2000, the members of an LLP are to be regarded as the agents of the business. However, a member is not an agent of his fellow members.Case 3:Q1:什么是公司的目标条款（objects clause）?▪A company’s objects clause is found in its Memorandum of Association. The objects clause sets out the purpose of the company usually in the form of a list of the various commercial and business activities that it is likely to undertake.▪To avoid defining the business of a company too narrowly , the Companies Act 1989 hasmade it possible to state this clause as to act as a general commercial company. Nowadays, many companies will have straightforward objects clausesQ2:有限公司有权利撤销超越经营范围的合同Co., LTD. Has the right to cancel the contract scope of business beyond in the case 不可以撤销old Ultra vires rule▪Ultra vires is a Latin phrase that literally means "beyond the powers".▪According to the old ultra vires rule in the Companies Act 1985, companies who engage in activities not laid down in the objects clause are void contracts.▪Ashbury Railway Carriage & Iron Co v Riche [1875]Incorporated under the Companies Act 1869, the Ashbury Railway Carriage and Iron Company Ltd’s memorandum, clause 3, said its objects were ‘to make and sell, or lend on hire, railway-carriages…’ Later, the company repudiated the agreement. Riche sued, an d the company pleaded the action was ultra vires.Q3:分红问题四选一先例书P236Case4Q1:给出private limited company 与public limited company 的区别1.private limited companyCompany name must end in “limited”or “ltd”.▪There is no minimum capital requirement.▪The shares in a private limited company cannot be traded or listed on the stock exchange.2.public limited companyThe company name must end in “public limited company”or “plc”.A public company must have minimum issued share capital of at least £50,000Shares can be listed on the stock exchange and can be traded.Q2:人们只要简单的决定就可以办公司吗？▪According to the Companies Act 1985, a new company must be registered with the Registrar of Companies. A company must submit the form of several documents companies registry, the most important is the association and the articles of assoc iation of the company. Until the new business has been registered, it is not regarded as a person recognised by law and, therefore, it cannot enter into contracts with third parties.As a public joint stock limited company is established, trade, This trading certificate is referred to as a Section 117 certificate after the relevant section of the Companies Act 1985 whichmakes possession of such a document compulsory for public limited companies. Public companies cannot begin trading without having been issued with a Section 117 certificate.Q3：公司的法律地位是什么类型的？P217Q4:哪一个经营管理部门is responsible for The company daily managementManagerQ5:公司成员最常见的责任类型是？Limited liablityP230Outcome2Case1Q1:P118Samir想用150元买500元的衣服，这不是合约。