corporation Flashcards
The issue is what type of partnership they formed when..
general partnership definition formalities partners liability
Why GP not other pertnership?
An agreement between two or more persons to enter into business for profit. There are no formalities required to form a partnership. Partners generally share in both profits and liabilities. each partner are jointly and severely liable for other partners’s tort in the scope of his partnership Thus, if TBA’s assets are not sufficient to meet Sam’s claim, Ruth and Molly could also be held liable and may be required to pay out of their own personal assets.
There are other forms of partnership or business enterprise that provide some form of limited liability for some or all owners, such as a limited partnership, limited liability company, a limited liability partnership or a corporation. However, they all require filing a form of certification with the Secretary of State and they each require that their names indicate a limited liability by including the words such as “limited partnership,” “LP”, “limited liability company”, “LLC” or “Inc.” or “Incorporated.”
Limited partnership
A partnership which consists of general and limited partners. General partner manage the partnership and have general liability. Limited partners may not manage the partnership in exchange for liability limited to the extent of their investment into partnership. A partner cannot claim limited liability if he involved in management of the partnership. Limited partnership is formed by filing limited partnership certificate including names of all general partners with a state.
limited liability partnership
A limited liability partnership operates almost exactly the same as a general partnership except the partners in an LLP are not personally liable for the debts of the partnership like they are in a general partnership.
Partners are ….liable for all debt incurred by the partnership but the liability may be modified by agreement to the contrary
Partners are generally equality liable for all debt incurred by the partnership but that liability may be modified by agreement to the contrary.
Partners are… each other, each is …for the action s of the other partners.
Partners are agent of each other, each is vicariously liable for the actions of the other partners taken in furtherance of the business. Short;A partner in a partnership has both apparent and implied authority to act on behalf of the partnership. In this case there was no express or implied authority to so.However Despite the fact that one@ breach her duty of loyalty, all partneres are liable to D for breach of the contract because the contract was entered into by one who had authority to so bind the partnereship. AB may recovers from @ the losses incurred from the brach of contract.
Duty of partners
Duty of loyalty Partners owe each other a duty to act in the best interest of the partnership and not to be self dearling. CORPORATION
A de jure corporation requires
A de jure corporation requires an articles of incorporation to be filed with the Secretary of State, and bylaws.
As a general rule a shareholder is not liable for the debts of corporation
A de jure corporation comes into existence only when the secretary accepts the articles. There can also be a de facto corporation if the state has an incorporation statute, the persons make a good faith colorable attempt to comply with the formalities for forming a corporation (but fail to do so)
De fact corporation doctrine
if the organizers has made a good faith to comply with corporate formalities and have no knowledge of the lack of corporation status it its treated like any other corporation.
Piercing the corporate veil
the court pierce the veil for a tort ? えい！
Shareholders are not liable for the corporation debts and
are only liable up to the value of stock purchased in the corporation.
However shareholders will be held liable for the corporation’s debts if the corporate veil is pierced.
In order for a corporation’s veil to be pierced
there must be some factors including showing of Alter Ego and under capitalization.
If the shareholder and corporation act as if it is one entity such as commingling funds failed to ovserve sufficeint corporate formalities and treating corporate assets as personal assets of shareholders, or there is significant under capitalization, then the corporate veil will be pierced
Courts are generally more willing to PCV for a tort victim than a contract claimant.
Alter ego is tha
Alter ego is that the corporation and its officers, board of directors shareholders will be found one in the same
According to corporation law, the sale of substantially all of corporate assets is
a fundamental corporate change that requires 1)board resolution 2)shareholder meeting granting the board resolution 3)the minority shareholders will be allowed to have right of appraisal. The board meeting must qualifies quorum requirement and resolution was approved by majority directors.
Directors of corporations owe
Directors of corporations owe fiduciary duties to the corporation. Among these duties are the duties of care and the duties of loyalty. If a director breaches either of these duties, affected shareholders may bring either a direct action or a derivative action against the director,
Duty of Loyalty —-self dealing した人 In order not to be liable for a breach of duty regarding a self-dealing transaction,
Directors and officers have a duty of loyalty to act in the best interest of the corporation and not to engage in self dealing. It include avoiding conflicts of interest, usurpation of corporate opportunities and insider trading In order not to be liable for a breach of duty regarding a self-dealing transaction, 1) the terms of the deal must be objectively fair to the company, 2)or the decision must be ratified at a meeting by a majority of disinterested directors who are fully informed about the conflicting interest and the terms of the agreement.
DUTY OF CARE －－賛成した人も入る
directors and officers have the duty of care to act as a reasonable prudent business person in the same or similar circumstances. A director may rely upon other members of the board, but only if they are reasonably qualified to give that advice.
Business judgment rule
As long as the directors acted in good faith they will be able to escape liability for innocent mistake.
