国国际商法课件( English ).ppt

Chapter Two Law of Business Organizations I. Introduction II. Partnership Law III. Law of Corporations IV. Foreign Investment Enterprises in China Key Terms Sole proprietorship: 个人独资企业 Partnership: 合伙企业 Limited partnership: 有限合伙 Limited liability partnership: 有限责任合伙 Incorporated company: 股份有限公司 No-liability company: 无限责任公司 Joint venture: 合资企业 Legal Person: 法人 Joint and several liabilities连带责任 Several liability 个人责任 Memorandum of association/articles of incorporation: 公司章程 By-laws: 附则，内部细则 Board of directors: 董事会 Board of shareholders: 股东会 Debt security: 债券 Force majeure: 不可抗力 Insolvent liquidation: 破产清算 Jurisdiction: 司法权，裁判权，管辖权 I. Introduction Business organization, also called business enterprise, refers to the economic organization that pursues management activities with its own name with certain scale. There are two kinds of meaning with international business organization: one is the organization pursuing international business activities; and the other is forms of international business organizations. If people want to commence a business, there’re a number of factors have to be considered, including： 1) The purpose of the business. 2) Its duration. 3) The cost. 4) The taxation. 5) The setting –up procedure. 6) The type of assets required. 7) Who should be entitled to participate in income distributions. 8) Who should be entitled to participate in capital distributions. 9) Whether the members’ interest should be transferable. 10) The region of the business organization. 11) The function of the member of the business organization. II. Partnership Law 1. Definition and Nature of Partnership Partnership is the relation which subsists between persons carrying on a business in common with view of profit. The requirements of a partnership are: two or more persons; carrying out a business; as co-owners; for profits. 2. Advantages and Disadvantages of a Partnership The advantages of a partnership can be summarized as below: (1) Informality and inex