Professional Documents
Culture Documents
Organization
Sole Proprietorship
Sole Proprietorship
Characteristics
Single Ownership
No Separation of Ownership and Management
Less Legal Formalities
No Separate Entity
No Sharing of Profit and Loss
Unlimited Liabilities
One-man Control
Strengths
Weaknesses
Partnership
Partnership
Characteristics
Strengths
Weaknesses
Kinds of Partners
Capitalist Partner
Industrial Partner
General Partner
Limited Partner
Managing Partner
Liquidating Partner
Partners by Estoppel
Continuing Partner
Surviving Partner
Sub partner
Ostensible Partner
Secret Partner
Silent Partner
Dormant Partner
Kinds of
Partnership
Partnership at will
Indefinite Period
Existence after Completion of Venture
Existence after Expiry Period
Particular Partnership
Limited Partnership
Causes of
Dissolution
Effects of
Dissolution
Termination of
Partnership
Time of Termination
No part of any business, financial operation
or venture is carried on by the partners in a
partnership, or
Within 12 months period, there are sales or
exchange of 50 percent or more of the total
interest in both capital and profits
Winding Up the
Business
Termination of
Partnership
Termination of
Partnership
Death of a Partner
The general rule is that the death of a partner causes
dissolution of the partnership. However, the partners can
expressly agree that the partnership business will be
continued in the event that one or more of the partners
die. This agreement is usually contained in the
partnership agreement.
Although death dissolves the partnership, a ''community
of interest'' still exists until a winding up of the affairs of
the partnership takes place. This community of interest
exists only for the limited purpose of winding up affairs.
Winding Up the
Business
Winding Up the
Business
Corporation
Corporation
Characteristics
It is an artificial being
It is created by operation of law
It has the right of succession
It has only the powers, attributes, and
properties expressly authorized by law or
incident to its existence
Strengths
Weaknesses
Relatively complicated
Entails relatively high cost of formation and
operations
Greater degree of governmental control and
supervision
In large corporations, management and
control are separated from ownership
Stockholders have little voice in the conduct of
the business
Classes of
Corporations
Stock corporation
Created and operated for the purpose of
making a profit which may be distributed in
the form of dividends to stockholders
Non-stock corporation
Created not for profit but for the public good
and welfare (e.g. charitable, religious, social,
civic, political organizations)
Classes of
Corporations
Public corporation
Formed for the government of a portion of the
State for the general good and welfare
Private corporation
Formed for some private purpose, benefit, or
end
Classes of
Corporations
Corporators and
Incorporators
Number and
Qualifications of
Incorporators
Steps in Incorporation
General Classes of
Shares
Common shares
Its holders stand upon an equal footing,
without extraordinary rights or privileges
Preferred shares
One with a stated par value which entitles the
holder thereof to certain preferences over the
holders of common stock
General Classes of
Shares
Founders shares
Issued to the originators of a firm, these shares
are entitled to all of the remaining (after tax)
profits, no matter how much
Redeemable shares
These are shares, usually preferred, which by
their terms are redeemable at a fixed date or at
the option of either the issuing corporation or the
stockholder or both at a certain redemption price
General Classes of
Shares
Treasury shares
Shares which are lawfully issued by the
corporation and fully paid for and later
reacquired by it either by purchase,
redemption, donation, forfeiture or other
lawful means.
Dissolution
Dissolution
Voluntary
By vote of the board of directors/trustees and
the stockholders/members where no creditors
are affected
By judgment of the SEC after due process
where creditors are affected
Amendment of articles of incorporation
By submitting to the SEC a verified declaration
of dissolution for approval
Dissolution
Involuntary
By expiration of the term provided for in the
original articles of incorporation
By legislative enactment
By failure to formally organize and commence
the transaction of its business within 2 years
from date of incorporation
By order of the SEC
Corporation v.
Partnership
Manner of creation
Number of incorporators
Commencement of juridical personality
Powers
Management
Effect of mismanagement
Right of succession
Term of existence
Firm name
Dissolution
Governing laws
Conclusion