ACCA F4 公司法 讲义 -----chapter3 Characteristics of Business Organization.pptVIP

1 Forms of business organization 2 Sole trader 3 Partnership 4 Non profit-making organization 5 Classification of company 6 Significance of separate corporate existence 7 Limitations on separate corporate existence 8 Corporate capacity 1 Forms of business organization (1) Sole traders, sole proprietorship (2) Partnerships: general, limited partnership (3) Company: unlimited, limited, stock (4) Non profit-making organization 3 Partnership 3.2 Characteristics (1) Agency: Each partner is the agent of the firm and fellow partners (2) Unlimited liability: partners (3) Joint and several liability: serious consequence (4) Maximum partners: 20 3.3 Disadvantage (1) Disagreement leads to stalemates (2) Dishonesty or incompetence of one partner leads to heavy losses suffered by fellow partners (3) Time consuming in the aspects of major decisions 3.4 Does partnership have separate personality? Semi-legal person? (1) Firm’s creditors call against firm assets first (2) Deceased partner’s personal creditors have first call against personal assets of his estate (3) Partnership may hold real property (3) Own name: may sue and be sued by such name (4) Accounting perspective: separate entity with its own assets, liabilities and financial statements 3.5 Limited partnership (1) Limited partners: passive role in firm management (2) Unlimited partners: active role in management (3) Legal person status: UK 4 Non profit-making organization (4) Quango (quasi-autonomous, non-governmental organizations): further education colleges, health authorities trust, training and enterprise council, local police authorities (5) Charities: if registered as company, usually limited by guarantee; else, trustees assume unlimited liability 5 Classification of company 5.2 Limited and unlimited companies (1) Limited company: 95% Limited by shares: 93%, vast majority, owners pay any unpaid shares. If they are paid in full, no more liability. Limited by guarantee: 2%, owners pay the