Welcome to Business Organizations Unit Six :

Welcome to Business OrganizationsUnit Six : Corporate Formation and Dissolution Unit 4 Review Unit Six Preview Preview Units 7-10

Unit Four Review UNIT FOUR - Types of Organizations and Corporations This unit addressed the various types of corporations, their structure, key players, and functions. It also focuses on the rights and powers of a corporation, and compares the advantages and disadvantages of doing business as a corporation in contrast to other business entities.

Unit Four Review UNIT FOUR - Types of Organizations and Corporations Classifications of Corporations There are many classifications of corporations. For example, some are formed for making a profit, while some are nonprofit or not-for-profit. The following is an overview of the various kinds of corporations and related matters in which you may be asked to assist your attorney.

Unit Four Review UNIT FOUR - Types of Organizations and Corporations Operation The officers of the corporation make the day-to-day decisions as to the management of the corporation. The board of directors makes broader policy decisions. The board of directors meets to select officers of the corporation and to adopt bylaws that set out how those officers are to run the corporation.

Unit Four Review UNIT FOUR - Types of Organizations and Corporations Registered Limited Liability Partnership (RLLP) Recently, a new form of business organization has been recognized in a few states and the District of Columbia. In a registered limited liability partnership (RLLP), the liability of all partners is limited so that they are not subject to unlimited personal liability for the wrongful acts and omissions of their partners. This form of business is very appealing to professionals, such as lawyers and doctors. In many ways, a registered limited liability partnership combines the best features of partnership law and corporation law.

Unit Four Review UNIT FOUR - Types of Organizations and Corporations Limited Liability Companies (LLC) Limited liability companies (LLC) are another form of business organization recently created. Like RLLPs, they combine the best features of partnerships and corporations. Borrowing from corporation law, the members of an LLC are protected from liability for the company's acts. This benefit extends beyond the partners to shareholders. Borrowing from partnership law, all money that the company earns is passed directly through to the members, who pay tax on the money at their individual rates. In this way, an LLC avoids the burden of double taxation.

Unit Four Review UNIT FOUR - Types of Organizations and Corporations Summary In addition to sole proprietorships, partnerships, and corporations, there are many other types of business organizations. The joint venture is similar to a partnership and is generally set up for a specific project. A franchise is a very successful form of business where a franchisee (buyer) gets a license to do business from a franchiser. A syndicate is a less formal type of business organization that is usually temporary in nature. A cooperative is a nonprofit organization established to benefit its members.

Unit Six Review • UNIT SIX - Corporate Formation and Dissolution • This unit covers how corporations are incorporated according to respective state statutes, as well as the process that leads to their dissolution. • By the end of this unit, you will be able to : • Describe the processes by which corporations are formed and dissolved • Identify the advantages and disadvantages of incorporating • Describe the types of liabilities for which corporations and their members would be exposed

Unit Six Review UNIT SIX - Corporate Formation and Dissolution Formation of Corporations The laws of your state will govern how a corporation is formed. The incorporator is the person who executes the articles of incorporation, and the incorporator usually does not need to be a shareholder. There may be more than one incorporator, although most states require only one person to form a corporation. Corporations are considered separate persons or entities in the eyes of the law, distinct from the people who manage or own stock in them. Corporations can enter contracts, buy and sell products or services, pay taxes, sue or be sued, inherit property, and do everything a real person can do when it comes to business.

Unit Six Review • UNIT SIX - Corporate Formation and Dissolution • There are two main reasons that individuals decide to incorporate their business: • Permanency: If there is a change of ownership or if one of the incorporators dies or leaves the business, the business would still be in existence. • Limited liability: The owners of the business want to protect their personal assets by limiting their personal liability in the event of bankruptcy.

Unit Six Review UNIT SIX : Why is it advisable to gather more information from the client than the minimum required for the incorporation documents?

Unit Six Review UNIT SIX : What are the duties of the individual or individuals who are responsible for winding up the affairs of a dissolving corporation?

Preview Units 7 – 10 • UNIT SEVEN - Corporate Finance • This unit examines choices available to incorporators or directors of corporations when deciding which options will best raise capital for the corporation and disperse profits to the corporation's shareholders in an equitable manner. It aims to give paralegals a fundamental understanding of the corporation's financial structure, and improve their knowledge of how to draft articles of incorporation, minutes, and other corporate documents. • Readabout partnerships: • Chapter 8 – The Law of Corporations and Other Business Organizations • View corporate finance 101 and stock purchase agreements • Discuss what you have learned (graded) • Meet at the weekly seminar to further discuss the concepts in this unit research (graded) • Submit the Short Paper (graded) • Take a short Quiz (graded)

Preview Units 7 – 10 • UNIT EIGHT - Publicly Held Companies and Securities Regulations • This Unit explores the substantive and procedural laws, both state and federal, concerning publicly held corporations, as well as securities regulations • Readabout public companies and securities law: • Chapter 9 – The Law of Corporations and Other Business Organizations • Practice with the exercise: • The Paralegal’s Role • View the Securities and Exchange Commission. • Discuss what you have learned (graded) • Meet at the weekly seminar to further discuss the concepts in this unit research (graded) • Take a short Quiz (graded) • Begin working on your final project (graded, due in Unit 9)

Preview Units 7 – 10 • UNIT NINE - Employee Benefits and Employment Agreements • This Unit introduces prospective paralegals seeking to work in corporate law to various employee benefits and employment agreements. • Readabout human resources: • Chapter 13 & 14 – The Law of Corporations and Other Business Organizations • Practice with the exercise: • Benefits • View corporate entities and players. • Discuss what you have learned (graded) • Meet at the weekly seminar to further discuss the concepts in this unit research (graded) • Submit your final project (graded) • Submit your final exam (graded)

Preview Units 7 – 10 UNIT TEN – Reflective Summary Week This week you will have the opportunity to reflect back on what you have learned during the past ten weeks and how you plan to apply this newfound knowledge to your future academic and professional pursuits.

Adjourn Have a great week… “See” you on the Discussion Boards

Welcome to Business Organizations Unit Six :