CorporationLaw公司法(最新整理)

1、corporation law (公司法）p148 introduction to corporation law part one :basic normsin the untied states, business organizations may be classified into three main classes:individual proprietorships, partnerships ,and corporations. the laws that effect these forms of business enterprise are diverse. there

2、 is single code or statute that governs the u.s. law of business enterprises. each state prescribers different laws for corporations. the corporate laws of each state are similar but not identical. a listing of some of the categories of laws applicable to u.s.business enterprises are as follows:clos

3、e corporation lawsseveral states have adopted close corporation acts that authorize corporations to designate themselves as close corporations, and when so designated such corporations are required to restrict the number and the identity of their shareholder.partnerships:in nearly all states ,the fo

4、rmation and structure of partnerships is regulated for general partnerships by the uniform partnership act of 1976 (upa )and the revised uniform limited partnership act of 1976 (for limited partnership )adopted by these states with minor deviations.corporation codescorporations have no uniform law .

5、 laws governing corporations are to be found in individual states business corporation acts. such acts provide the procedures for formation and decision making for any enterprise that is incorporated under them. there , does exist , however, a model business corporation act of 1984 (model corporatio

6、n act) . the model corporation act is followed by only half of the states.an enterprise does not have to incorporate under the corporation code of the state in which it operate . for example , it is common to find corporations incorporated under delaware law but having offices and doing business in

7、california. under the prevailing u.s.rule of conflict of laws, the internal law of the corporation . internal matters of a corporation are governed by its own articles of incorporation and bylaws.federal securities actsthe u.s.has federal laws regulating securities activities in the united states .

8、the federal securities acts are :the securities act of 1933 (the 1933 securities act) and the securities exchange act of 1934 (the 1934 securities act) and the various regulations issued by the securities and exchange commission (the securities regulating body of the u.s.government ), which are a co

9、mponent of american business law. the 1933 securities act regulates principally the issuance of ne securities to raise capital for the issuing enterprise while the 1934 securities act regulates the mechanisms by which investors buy and sell existing securities .blue sky lawsblue sky laws are state s

10、ecurities law. the federal securities laws preempt the state blue sky laws. the blue sky laws were created to regulate securities industry before the development of federal securities laws . today they remain in force to suppress violations of securities regulations that are not regulated by the fed

11、eral securities laws and that are intrastate in nature.federal antitrust lawsantitrust laws are chiefly to regulate market behavior and to encourage competition through the prevention of monopolization and the limitation of restraint of trade.part two: forms of businessa. proprietorshipsany individu

12、al may set up a business alone by obtaining a license to do business from the country in which he or she intends to set up the business . this form of business is called a proprietorship. unlike corporations and limited liability partnership no other permission or formality is required and the state

13、 corporation division is not involved . proprietorship are not separate legal entities and are usually found in small retail shops and in service enterprises like consulting firms and insurance agencies. in number , proprietorships are the most common form of enterprise in the united states. they ar

14、e insignificant, however, in terms of the revenue they generate.b. partnershipspartnerships . like corporations (and unlike proprietorships ) have separate legal entities . a non-u.s.corporation or individual can form a partnership with an individual , a corporation or another partnership doing busi

15、ness in the united states and vice versa. for a partnership to exist there is no requirement that there be a written partnership agreement . normally , however, a written partnership agreement should be entered into. a partnership can arise simply out of the acts of the partners partnership if they

16、hold themselves as partners to the general public. in situations where there is no partnership agreement the relationship between the parties is determined by the terms of the uniform partnership act (upa) which has been adopted by all the states . the upa sets out the rules for determining whether

17、or not a partnership exists . for example , the receipt by a person of a profits is a partner in the business is prima facie evidence that the recipient of the profits is a partner in the business . (unless , of course there is another good reason for doing so, i,e ., salary.) however, the fact that

18、 two or more persons own property in common does not itself create a partnership between co-ownersthere are two types of partnership general partnership and limited partnership . 1.general partnershipwhen two or more individuals set up a business enterprise together as co-owners of the enterprise an

19、d do not organize themselves as a corporation they have formed a partnership . there are no formal requirement for the formation of a partnership and businessmen may be partners in the eye of the law without knowing it . unless there is a partnership agreement which spells out the terms of the partn

20、ership , partners share equally in the assets and liabilities of the partnership upon the dissolution of the partnership.in a partnership , there is no separation between the partners liabilities and those of a partnership. this means that, unlike a shareholder of a corporation , a partner can be pe

21、rsonally liable for the debts of the partnership when the partnerships assets are insufficient to meet its obligations. partnerships are a common form of doing business for certain service enterprises such as law firms.2. limited partnershiplimited partnership are created when the partners wish to l

22、imit their personal liability for the partnership . such partners are called limited partners. for a limited partnership to exist , there has to be one or more general partnerwho is liable for the debts of the partnership . this general partner can be a corporation.unlike partners in general partner

23、ships , or general partners in limited partnerships, limited partners must enter into a written agreement with the partnership and must not actively participate in the running of the business, it is only then that they can benefit from the special features of a limited partnership . limited partners

24、 act as investors, similar to shareholders in a corporation.c. corporations1. in generalin contrast to a partnership , a corporation is a incorporated association. once the corporation is formally incorporation , it becomes a separate legal entity that has existence apart from the person who form it

25、. a corporation may own property in tis own name and can sue and be sued under its own namecorporations come in all shapes and sizes. some corporation have millions of shareholders and some have only one. in general , however, corporations are divided into two categories a.public held corporations;

26、andb.close corporations.publicly held corporations are ones whose shares are publicly traded on organized markets. closely held corporations are corporations that restrict the number of shareholders to thirty -five or less and that forbid transfers transfers of shares without the consent of other sh

27、areholders.in the u.s., there is no federal corporate legislation in its state. each individual state has a secretary of state office whose corporate division usually handles the administrative matters for corporations, such as ：incorporation, business registration and dissolution. the ownership of

28、a corporation resides in its stockholders who normally have the right to appoint the directors of the corporation.the differences between the laws of various states relating to business corporations are greater than differences between partnership laws. please note that a corporation does not need t

29、o be organized under the laws of the state where it conducts business or is the principal place of business for that corporation. it is possible to incorporation under the laws of another . it will be necessary , however, for the corporation to register itself in states other than its home state in

30、order to do business in that state. such registration will typically be with the secretary of state of those states where business is to be carried out. failure to register in those states in which the corporation is doing business may mean that the corporation cannot sue in that state. it may also

31、result in the imposition of a fine, or it may make contracts made by such a corporation void or voidable. please note that in this context a california corporation is just as foreign do enough business in a state to require registration depends largely upon the laws of each state , but it usually me

32、ans more than one isolated contract or a sale in the state by a sale representative whose primary territory is elsewhere.2. different state laws government corporationsdifferent legal requirements exist for setting up a corporation depending upon the state of incorporation. for example , the state o

33、f delawares corporate law only requires one director , while under the law of the district of columbia or the state of new york a minimum of three directors are required . traditionally , the state of delaware has had the most liberal corporation law and has therefore registered more corporations th

34、an any other state in the u.s. the state of delaware is particularly good when it comes to minimizing the liability of independent directors for certain wrongs committed by the corporation.question about the text:1. what are the main classes of business enterprises in the united states?in the united

35、 states , business organizations may be classified into three main classes: individual proprietorships , partnerships ,and corporation.2. what are the main categories of laws applicable to business enterprises in the unites states?close corporation laws; partnerships ; corporation codes ; federal se

36、curities acts and blue sky laws.3. the model business corporation act is not a federal law, is it ? no, it isnt.4. what are the internal matters of a corporation governed by ?internal matters fo a corporation are governed by its own articles of incorporation and bylaws.5. what is the main difference

37、 between the 1933 securities act and the 1934 securities act?the 1933 securities act regulates principally the issuance of new securities to raise capital for the issuing enterprise while the 1934 securities act regulates the mechanisms by which investors buy and sell existing securities .6. what ar

38、e blue sky laws?blue sky laws are states securities law,created to regulate securities industry before the development of federal securities laws.7. what is a proprietorship?any individual may set up a business alone by obtaining a license to do business from the county in which he or she intends to

39、 set up the business . this form of business is called proprietorship8. what are the differences between general partnership and limited partnerships ?in a general partnership , the partners are personally liable for the debts of the partnership ; while in a limited partnership , the limited partner

40、s have only limited liabilities for the debts of the partnership . however, they must enter into a written agreement with the partnership and must not actively participate in the running of the business.9. what are the differences between publicly held corporations and closely held corporations ?pub

41、licly held corporations are ones whose shares are publicly traded on organized markets . closely held corporations are corporations that restrict the number of shareholder=s to thirty - five or less and that forbid transfers of shares without the consent of other shareholders .10. why do many corpor

42、ations want to incorporate in the states of delaware?because traditionally , the state of delaware has the most liberal corporation law in theu.s.the tenant v.the landlordp: 155mr. walter had two houses, 1834 and 1836 jackson street , in a poor neighborhood. sincethe rent was very low in that area,

43、with the government s limitation for that kind of houses, mr. walter wanted to reconstruct the two houses into high-grade apartments for sale and to make a big money. however, the low-rented housing was very limited in that area, so the tenants refused to move out. mr. walter tried every means to ge

44、t rid of the tenants but failed . in the winter of 1980 , the house of 1834 was burned down.the tenant of 1834 believed that the fire had been set by walter and sued him for compensation of 15000 dollars. after the hearing , the jury believed that walter should be responsible for the fire and compensate the lost of the tenant . mr .walter accepted the verdict, but contended that the house of 1834 was separately incorporated and registered as a limited corporation , so the compensation should be covered by the house of 1834 itself. the house had been burned down, and wa