Chapter 5: basics of commercial/ corporate law Flashcards
which types of business organisations (:summa divisio) are there?
1) a natural person engaging in an economic activity business (=Sole trader/ Sole proprietor/ enterpreneur pur Sang)
2) a legal person engaging in an economic acitivity
variables of a natural persosn engaging in an economic activity/ business
- entrepreneur is the ‘owner’ of the assets belonging to the business,; no legal distinction between private and business capital
- unlimited liability: entrepreneur bears all the risks
variable of a legal person engaging in an economic activity/ business
- legal persson is the owner of teh assets belonging to the business; legal distinction between private and business capital
- unlimited or limited liability
3 subtypes of a company business organisation
1) partnership or personal company: typically company without legal personality
2) company with legal personality (=corporation), but with unlimited liability of the shareholders
3) company with legal personality (=corporation), with limited liablility of the shareholders
what is a “corporation” ?
A company with legal personality separate and distinct form its shareholders; exists independently of its shareholders and depends on capital resources.
Unlimited liability
creditors of the company can seize the assets of the company; yet they can also - in a second instance - seize the personal assets of teh shareholders (who are persosnally liable for the debts of the company)
limited liability
“take it one tep further”:creditors of the company can seize the assets of the company ; and they cannot seize the personal assets of the shareholders (who are NOT personally liable for the debts of the company)
intuitu pecuniae
large number of shareholders + free transfer of shares to outsiders
(at public companies)
intuitu personae
limited number of shareholders + transefer of shares to outsiders is barred or restriced
subsidiarey
corporation owned/ controlled by another legal entity (parent company)
branch or division
- it is simply an office located at a place other than the headquarters of the company
- has no separate legal personality
what are the main obligations for a business organisation?
- register
- open a bank account
- take out insurances
- comply with social security law
- to register VAT authorities and to issue invoices
- keep (and publish) annual accounts
- pay income tax
(must mention id numbers of each on official docs)
social security law
part of public law, because it governs legal relations between private persons and the government as such; however, important for companies and private persons!
- it establishes public social security system
what is tax law?
part of public law, because it governs legal relations between private persons and the government as such however, important for companies and private persons!
- deals with taxes
taxing power granted and limited by consitution and constitutional rights, namely
- legality: only the law may impose tax obligations and legislative act required
- equality: prohibits arbitrary taxation without reasonable foundation.
- balance of powers: ..
What are the goals of tax law?
- Revenue; raising revenues through tax- transger of income or wealth to the state
- Redistribution; of income and wealth between the rich and poor
- Regulation; steering behavoir, ‘nudging’
who pays VAT?
- only the final consumer pays the VAT (“consumption tax”)
- customers, however, can usually deduct the VAT paid to their suppliers from the VAT charged to their own customers
value added tax
VAT= general transaction tax, as regards any supply of goods or services, is indirect tax of EU tax law.
divided liability
refers to situations where more than one person is responsible for the plaintiff’s injuries
solidary liability
refers to liability of any one debtor among two or more joint debtors to pay the entire debt if the creditor so chooses.
meaning of the obligation to keep (an publish) annual accounts
keeping annual accounts enables a business to monitor the health of the business by keeping track of receipts and expenses.
kinds of obligation to income tax
- personal income tax: income taxes also levied from private persons (workers and self-employed persons)
- corporation tax: income taxes also levied from companies.
progressive taxation
- higher taxes imposed on more advantafed persons and no or lower taxes on less advantaged persons
- often combination with numerous specific deductions
flat-rate taxation
- everyone pays the same tax rate regardless of income
- generally no specific deduction but generous basic allowance
