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Foundations of Business Organizations for Paralegals » (1st Edition)

Book cover image of Foundations of Business Organizations for Paralegals by Margaret E. Bartschi

Authors: Margaret E. Bartschi
ISBN-13: 9780766816527, ISBN-10: 0766816524
Format: Paperback
Publisher: Cengage Learning
Date Published: September 2000
Edition: 1st Edition

Author Biography: Margaret E. Bartschi

Margaret E. Bartschi is a distinguished attorney as well as an experienced instructor in the paralegal program at the University of Montana, College of Technology. She is listed in Who's Who Among Rising Young Americans, and is a member of the State Bar of California and the State Bar of Montana. As a practicing attorney Bartschi has trained paralegals in both small and large law firms and is uniquely familiar with the expectations for paralegals in the workplace.

Book Synopsis

This concise and comprehensive book presents the law of business organizations in an accessible, straight-forward manner. It uses relevant examples from the day-to-day practices of business lawyers and their paralegals. This book covers the four basic business organizations: sole proprietorship, partnerships, corporations, and limited liability companies. It includes everything readers need to know to assist the reviewing attorney in assessing a client's most viable organizational options as well as how to prepare the necessary information and documentation. It includes all the information paralegals need to be successful in the workplace.

Booknews

Provides paralegal students with an overview of the law of business organizations. Introduces major organizational forms available for business owners, then discusses the sole proprietorship, partnerships, the corporation, and the limited liability company. Addresses formation considerations, structure, liability issues, tax consequences, and methods for terminating or altering the organization of a chosen business form. Learning features include key terms, study questions, case studies, and project applications. Includes sample forms, and a list of each state's secretary of state or its corporation division. Annotation c. Book News, Inc., Portland, OR (booknews.com)

	Table of Forms	xi
	Preface	xv
	Acknowledgments	xvii
Section 1	Introduction
1	The Alternatives: A Basic Overview	2
	Sole Proprietorship	2
	Partnership	2
	Corporation	3
	Limited Liability Company	3
	The Alternatives in Review	3
	Key Terms	4
	Study Questions in Review	4
	Case Studies in Review	4
2	Choosing a Business Entity	5
	Formalities	5
	Management	5
	Ownership Restrictions	6
	Taxation	6
	Liability	6
	Choosing a Business Entity in Review	7
	Key Terms	7
	Study Questions in Review	7
	Case Studies in Review	7
	Project Application	7
3	Agency in Business Organizations	8
	Agency	8
	Authority of Agents	8
	Duties of Agents and Principals	9
	Liability of the Principal for Acts of the Agent	11
	Agency in Business Organization in Review	12
	Key Terms	12
	Study Questions in Review	12
	Case Studies in Review	12
	Project Applications	12
Section 2	Sole Proprietorships
4	Sole Proprietorship: A "One-Person Operation"	14
	Formation	14
	Management	19
	Liability	19
	Taxation Considerations	20
	Termination	20
	Sole Proprietorships in Review	23
	Key Terms	23
	Study Questions in Review	24
	Case Studies in Review	24
	Project Applications	24
Section 3	Partnerships
5	Partnership: Association for Profit	26
	Partnership Characteristics	26
	Partnership Forms	27
	Partnerships in Review	28
	Key Terms	28
	Study Questions in Review	28
	Case Studies in Review	28
	Project Applications	29
	Endnotes	29
6	General Partnership: The Traditional Partnership Form	30
	Formation	30
	Agency	32
	Management	33
	Fiduciary Duties	34
	Liability	36
	Partnership Property	38
	Taxation Considerations	40
	Termination of a Partnership	46
	Partnership Agreement	49
	General Partnerships in Review	54
	Key Terms	54
	Study Questions in Review	55
	Case Studies in Review	55
	Project Applications	56
	Endnotes	56
7	Limited Partnership: Managers and Investors Working Together	57
	Limited Partnership Status	57
	Formation	58
	Liability	61
	Taxation Considerations	62
	Changes in Partnership Associations	69
	Termination of a Limited Partnership	69
	Limited Partnership Agreement	70
	Limited Partnerships in Review	73
	Key Terms	73
	Study Questions in Review	73
	Case Studies in Review	74
	Project Applications	74
	Endnotes	74
8	Limited Liability Partnership: Managers without Liability	76
	Liability	76
	Formation	77
	Taxation Considerations	78
	Termination of a Limited Liability Partnership	84
	Limited Liability Partnerships in Review	84
	Key Terms	86
	Study Questions in Review	86
	Case Studies in Review	86
	Project Applications	87
	Endnotes	87
Section 4	Corporations
9	Corporations: Ownership without Liability	90
	Corporate Characteristics	90
	Disadvantages of the Corporate Form	91
	Corporate Powers	92
	Corporate Forms	93
	Corporations in Review	97
	Key Terms	97
	Study Questions in Review	97
	Case Studies in Review	98
	Project Applications	98
	Endnotes	98
10	Formation of a Corporation	99
	Preincorporation Considerations	99
	Preincorporation Document Preparation	100
	Postincorporation Procedures	103
	Defective Incorporation Doctrines	104
	Taxation Considerations	108
	Further Considerations	116
	Formation of a Corporation in Review	116
	Key Terms	116
	Study Questions in Review	116
	Case Studies in Review	117
	Project Applications	117
	Endnotes	118
11	Corporate Organizational Structure	119
	Shareholders: Corporate Owners	119
	Shareholders' Rights	119
	Shareholders' Liability	125
	Directors: Corporate Policy Makers	127
	Election of Directors	128
	Directors' Duties	130
	Officers: Corporate Managers	136
	Appointment and Removal of Officers	137
	Officers' Duties	137
	Agency	138
	Fiduciary Duties	140
	Corporate Organizational Structure in Review	141
	Key Terms	141
	Study Questions in Review	142
	Case Studies in Review	142
	Project Application	142
	Endnotes	143
12	Fundamental Changes in Corporate Structure	144
	Standard Approval Procedure	144
	Fundamental Changes	145
	Fundamental Changes in Corporate Structure in Review	151
	Key Terms	151
	Study Questions in Review	151
	Case Studies in Review	152
	Project Application	152
	Endnotes	152
Section 5	Limited Liability Companies
13	LLC: Corporate Liability with Partnership Taxation	154
	Characteristics of the Limited Liability Company	154
	Formation	155
	Taxation Considerations of the Limited Liability Company	161
	Management of the Limited Liability Company	161
	Termination of the Limited Liability Company	169
	Limited Liability Companies in Review	170
	Key Terms	170
	Study Questions in Review	170
	Case Studies in Review	171
	Project Applications	171
	Endnotes	171
Appendix A	Secretaries of State	172
Appendix B	Table of Jurisdictions Adopting Uniform Partnership Act and Revised Uniform Partnership Act	176
Appendix C	Model Partnership Ageement	178
Appendix D	Table of Jurisdictions Adopting Uniform Limited Partnership Act and Revised Uniform Limited Partnership Act	184
Appendix E	Sample Form Bylaws	186
Appendix F	Table of Jurisdictions Adopting Uniform Limited Liability Company Act	199
Appendix G	Sample Limited Liability Company Operating Agreement	200
	Glossary	205
	Index	209