B USINESS O RGANIZATIONS RICE UNIVERSITY PARALEGAL PROGRAM BBR Title Slide SPRING 2006 INSTRUCTOR:...

BUSINESS ORGANIZATIONSRICE UNIVERSITYPARALEGAL PROGRAM

BBR Title BBR Title SlideSlide

SPRING 2006SPRING 2006

INSTRUCTOR: RON BANKSTONINSTRUCTOR: RON BANKSTON


This presentation is copyrighted work, and may not be reproduced, published or displayed without the express written consent of Ronald G. Bankston.


BBR Title BBR Title SlideSlide

CONTACT INFORMATIONCONTACT INFORMATION::

RON BANKSTONRON BANKSTON

[email protected]

713.759.1230713.759.1230



ManagemenManagementtPartnershipPartnership

General partners have General partners have – (1) (1) equal management rightsequal management rights

– Note: Management is often delegated to a small groupNote: Management is often delegated to a small group– (2) (2) equal participation rightsequal participation rights (voting rights) (voting rights)

Note: The Partnership Agreement can alter the management and voting Note: The Partnership Agreement can alter the management and voting rightsrights

VotingVoting– Decisions made by majority voteDecisions made by majority vote

Voting violations = void transactionsVoting violations = void transactions– Except unanimous vote required for:Except unanimous vote required for:

Amendment of original partnership agreementAmendment of original partnership agreement Votes affecting continuation of business (Votes affecting continuation of business (e.ge.g., selling ., selling

business)business) Partnership activities beyond the partnership Partnership activities beyond the partnership

agreementagreement



For voting purposes:For voting purposes:

Majority = “majority-in-interest”Majority = “majority-in-interest”


(h) Majority Decision on Ordinary Matter. A difference arising asto a matter in the ordinary course of the business of thepartnership may be decided by a majority-in-interest of thepartners. An act outside the ordinary course of business of apartnership may be undertaken only with the consent of allpartners.

ARTICLE 4. RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIPArt. 6132b-4.01. Partner’s Rights and Duties


(10) "Majority-in-interest" means, as to all of or a specified group of partners, partners owning more than 50 percent of the current interest in the profits of the partnership owned by all of the partners or by the partners in the specified group, asappropriate.

ARTICLE 1. GENERAL PROVISIONSArt. 6132b-1.01. General DefinitionsIn this Act:



Right to vote ≠ right to win.Right to vote ≠ right to win.


TerminatioTerminationnLimited Limited PartnershipsPartnerships

Partnership may terminate if:Partnership may terminate if:– All partners agreeAll partners agree– Partnership Agreement has ending datePartnership Agreement has ending date– Duration/Purpose of partnership is completeDuration/Purpose of partnership is complete– Courts order dissolutionCourts order dissolution– General partner withdraws/diesGeneral partner withdraws/dies

General PartnerGeneral Partner– Withdrawal = dissolutionWithdrawal = dissolution

Limited PartnerLimited Partner– Withdrawal DOES NOT require dissolutionWithdrawal DOES NOT require dissolution

Rationale: Investors are not active Rationale: Investors are not active participantsparticipants


EXERCISESEXERCISES


1. What is personal liability?1. What is personal liability?

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2. Identify the three 2. Identify the three forms of partnerships.forms of partnerships.

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3. Who manages a 3. Who manages a limited partnershiplimited partnership

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4. Are the limited partners 4. Are the limited partners personally liable for the debts personally liable for the debts and obligations of a limited and obligations of a limited partnership?partnership?

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5. Who owns a 5. Who owns a corporation?corporation?

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6. Does a corporation 6. Does a corporation pay taxes on its pay taxes on its profits?profits?

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1. Cathy is a fifth grader who opens 1. Cathy is a fifth grader who opens a lemonade stand on her block. a lemonade stand on her block. Would Cathy’s business be Would Cathy’s business be considered a sole proprietorship considered a sole proprietorship or a partnership? Why?or a partnership? Why?

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2. Frames ‘R Us. Inc. is a local frame 2. Frames ‘R Us. Inc. is a local frame shop. Last year its corporate shop. Last year its corporate profits were $200,00 and each of profits were $200,00 and each of its two shareholders received its two shareholders received $100,000 in corporate profits. Will $100,000 in corporate profits. Will Frames ‘R Us be taxed on its Frames ‘R Us be taxed on its corporate profits, will the corporate profits, will the shareholders, or both? Explain. shareholders, or both? Explain.

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3. Identify two business forms 3. Identify two business forms that allow individuals to that allow individuals to invest in a business without invest in a business without participating in its participating in its management. management.

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5. What is liability and why 5. What is liability and why is it important in choosing is it important in choosing and organizational form and organizational form for a business? for a business?

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1. Kent and his brother Craig manage 1. Kent and his brother Craig manage their family’s cattle ranch in Montana. their family’s cattle ranch in Montana. They own the ranch as partners, your They own the ranch as partners, your supervising attorney recommends supervising attorney recommends that they form a corporation to that they form a corporation to protect them from personal liability protect them from personal liability for any losses the ranch my suffer. for any losses the ranch my suffer. Your supervising attorney asks you Your supervising attorney asks you briefly explain what personal liability briefly explain what personal liability is to Kent and Craig is to Kent and Craig

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2. Laurie wants to open a small 2. Laurie wants to open a small bakery in her hometown. Her bakery in her hometown. Her parents are interested in parents are interested in financing her business. Can financing her business. Can they invest in her business they invest in her business without participating in its without participating in its management or day-to-day management or day-to-day operations? Explain. operations? Explain.

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1. What is an agent? 1. What is an agent?

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3. What is apparent 3. What is apparent authority? authority?

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4. Are agents entitled to 4. Are agents entitled to indemnification for indemnification for expenses they pay on expenses they pay on behalf for their principal? behalf for their principal?

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5. Are principals responsible 5. Are principals responsible for the acts of their for the acts of their agents? agents?

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2. Stacy works as a cashier/bagger at a 2. Stacy works as a cashier/bagger at a local supermarket. During her shift, she local supermarket. During her shift, she helps a customer out to her car with her helps a customer out to her car with her groceries. While unloading the groceries groceries. While unloading the groceries from the shopping cart, Stacy lets go of from the shopping cart, Stacy lets go of the cart and it rolls into a moving car, the cart and it rolls into a moving car, causing a dent on the passenger side causing a dent on the passenger side door. Can the driver hold the door. Can the driver hold the supermarket owner responsible for supermarket owner responsible for fixing the dent in the car? fixing the dent in the car?

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2. Doreen is the sole owner of Doreen’s 2. Doreen is the sole owner of Doreen’s Flowers, a local floral ship. While on of Flowers, a local floral ship. While on of Doreen’s drivers is delivering flowers in the Doreen’s drivers is delivering flowers in the business van to the local hospital, he hits a business van to the local hospital, he hits a pedestrian at the intersection, severely pedestrian at the intersection, severely injuring the pedestrian. Doreen is sued for injuring the pedestrian. Doreen is sued for the personal injury damages suffered by the personal injury damages suffered by the pedestrian ( medical expenses, pain the pedestrian ( medical expenses, pain and suffering, etc.). A jury awards the and suffering, etc.). A jury awards the injured pedestrian $250,000, due from injured pedestrian $250,000, due from Doreen’s Flowers. Doreen’s Flowers has no Doreen’s Flowers. Doreen’s Flowers has no insurance to cover the jury verdict. Who is insurance to cover the jury verdict. Who is responsible for paying the $250,000? responsible for paying the $250,000?

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1. How is a partnership 1. How is a partnership formed? formed?

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3. Who is responsible for 3. Who is responsible for the debts and obligations the debts and obligations of a partnership? of a partnership?

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2. Darcy is a prominent local architect and his 2. Darcy is a prominent local architect and his friend Jerry is a building contractor. Their friend friend Jerry is a building contractor. Their friend Jason wants to develop a piece of property that Jason wants to develop a piece of property that he owns In the downtown area. He discusses his he owns In the downtown area. He discusses his plans with his friends Darcy and Jerry and the plans with his friends Darcy and Jerry and the three decide that the location is perfect for an three decide that the location is perfect for an office building. The trio agree that Darcy will office building. The trio agree that Darcy will design the building, Jerry’s company will build design the building, Jerry’s company will build the building, and Jason will contribute his the building, and Jason will contribute his property to the project. In exchange for their property to the project. In exchange for their respective contributions, Darcy will receive 10 respective contributions, Darcy will receive 10 percent of the profits and losses upon the sale percent of the profits and losses upon the sale of the property to a third party, Jerry will of the property to a third party, Jerry will receive 50 percent of the profits, and Jason will receive 50 percent of the profits, and Jason will receive 40 percent. After the property is sold, receive 40 percent. After the property is sold, they divide the profits and their association will they divide the profits and their association will end. Is this association a partnership?end. Is this association a partnership?

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1. What formalities are 1. What formalities are required to form a general required to form a general partnership? partnership?

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8. Who has management 8. Who has management rights in a general rights in a general partnership? partnership?

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9. What are the fiduciary 9. What are the fiduciary duties imposed on duties imposed on partners? partners?

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10. Are partners personally 10. Are partners personally liable for the debts and liable for the debts and obligations of the obligations of the partnership? partnership?

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12. What are are capital 12. What are are capital investments and why are investments and why are they necessary for they necessary for partnerships?partnerships?

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13. Can a partner withdraw 13. Can a partner withdraw his or her capital his or her capital investment as any time? investment as any time?

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1. Cary, Kent, and Dean are partners of 1. Cary, Kent, and Dean are partners of FlywingsFlywings, a small , a small aircraft charter service. They are all pilots and each aircraft charter service. They are all pilots and each contributed their personal plane to the partnership contributed their personal plane to the partnership when they first started it. Their comprehensive when they first started it. Their comprehensive partnership agreement prevents any one of them from partnership agreement prevents any one of them from purchasing a plane for the partnership without the purchasing a plane for the partnership without the consent of the other partners. Kent believes that the consent of the other partners. Kent believes that the partners need a new plane to polish their image; Cary partners need a new plane to polish their image; Cary and Dean disagree. Nonetheless, Kent buys an and Dean disagree. Nonetheless, Kent buys an upgraded plane from another charter company that is upgraded plane from another charter company that is in bankruptcy. When Cary and Dean find out about the in bankruptcy. When Cary and Dean find out about the purchase, they are both very upset. They tell Kent that purchase, they are both very upset. They tell Kent that the partnership will not make the payments on the the partnership will not make the payments on the plane and tell him that he will be personally responsible plane and tell him that he will be personally responsible for any obligations under the purchase contract. Kent for any obligations under the purchase contract. Kent tells them that the partnership is stuck with the plane tells them that the partnership is stuck with the plane and that he is not going to be stuck with the payments. and that he is not going to be stuck with the payments. Cary and Dean ask your advising attorney for legal Cary and Dean ask your advising attorney for legal advice. What would be your initial response to your advice. What would be your initial response to your attorney regarding Cary and Dean’s rights? attorney regarding Cary and Dean’s rights?

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2. Shane, Stetson, and Kilee own a cattle ranch 2. Shane, Stetson, and Kilee own a cattle ranch in Montana. Shane’s parents own an in Montana. Shane’s parents own an adjoining cattle ranch, which Shane will adjoining cattle ranch, which Shane will inherit on his parents’ death. The partners inherit on his parents’ death. The partners want to expand the partnership’s ranch. want to expand the partnership’s ranch. Shane learns that a neighbor wants to sell Shane learns that a neighbor wants to sell 500 acres; one-half of the acreage adjoins the 500 acres; one-half of the acreage adjoins the partnership’s property and one-half of it partnership’s property and one-half of it adjoins his parents’ property. The neighbor is adjoins his parents’ property. The neighbor is offering all 500 acres for $250,000. Shane, offering all 500 acres for $250,000. Shane, who still helps his father out with the ranch who still helps his father out with the ranch and ears 20 percent of the earning from his and ears 20 percent of the earning from his parents’ ranch, wants his parents to buy the parents’ ranch, wants his parents to buy the property. He does not tell Stetson or Kilee property. He does not tell Stetson or Kilee that the neighbors is offering the property for that the neighbors is offering the property for sale. Has Shane violated his fiduciary duty to sale. Has Shane violated his fiduciary duty to the partnership? Explain. the partnership? Explain.

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1. How is a limited 1. How is a limited partnership different than partnership different than a general partnership? a general partnership?

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2. Explain the distinction 2. Explain the distinction between a general between a general partner and a limited partner and a limited partner. partner.

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3. What is a limited 3. What is a limited partner’s liability for the partner’s liability for the debts and obligations of debts and obligations of the partnership? the partnership?

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4. How does a partnership 4. How does a partnership notify the public of its notify the public of its status as a limited status as a limited partnership? partnership?

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5. Does a limited 5. Does a limited partnership dissolve partnership dissolve automatically if a limited automatically if a limited partner leaves? partner leaves?

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6. Can a limited partnership 6. Can a limited partnership continue if a general continue if a general partner withdraws? partner withdraws? Explain your answer. Explain your answer.

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1. Ashley and Rebecca own a small floral shop 1. Ashley and Rebecca own a small floral shop known as Daisy’s Bouquet. The shop was an known as Daisy’s Bouquet. The shop was an instant success and a favorite of local instant success and a favorite of local businesses. Ashley’s parents always knew businesses. Ashley’s parents always knew that their daughter had great artistic talent, that their daughter had great artistic talent, so when she asked them for the financial so when she asked them for the financial backing for her business, they were happy backing for her business, they were happy to provide it. Ashley told her parents that to provide it. Ashley told her parents that they would not need to be involved in the they would not need to be involved in the business; in exchange for their investment, business; in exchange for their investment, she offered to pay them 25 percent of the she offered to pay them 25 percent of the business's monthly receipts. Ashley and business's monthly receipts. Ashley and Rebecca have never made any formal Rebecca have never made any formal arrangements with Ashley’s parents. Are arrangements with Ashley’s parents. Are Ashley’s parents limited partners in a Ashley’s parents limited partners in a partnership? Explain your answer. partnership? Explain your answer.

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CorporationCorporationss

A separate legal entity (“a A separate legal entity (“a person”) person”) – owned by investors (shareholders) owned by investors (shareholders)

and and – managed by a board of directorsmanaged by a board of directors

Shareholder

Shareholder

Shareholder Shareholder

Shareholder

Shareholder

Corporation


Corporate Corporate CharacteristiCharacteristicscs (1) (1) Continuity of Life = “Perpetual Life”Continuity of Life = “Perpetual Life”

Corporation does not automatically terminate on Corporation does not automatically terminate on withdrawal/change of shareholderwithdrawal/change of shareholder

(2) (2) Centralization of ManagementCentralization of Management Managed by Board of DirectorsManaged by Board of Directors

– BD elected by SHBD elected by SH Directors appoint Officers (President, VP)Directors appoint Officers (President, VP)

– Officers manage daily operationsOfficers manage daily operations

(3) (3) Limited LiabilityLimited Liability Shareholders have limited personal liabilityShareholders have limited personal liability

(4) (4) Free Transferability of InterestsFree Transferability of Interests Ownership may be transferredOwnership may be transferred

– Exception: Close CorporationException: Close Corporation


Corporate Corporate DisadvantageDisadvantagess (1) (1) Corporate FormalitiesCorporate Formalities

Formalities must be complied with to Formalities must be complied with to maintain corporate status (liability maintain corporate status (liability protections)protections)

– E.g., Articles of Incorporation, bylaws, annual E.g., Articles of Incorporation, bylaws, annual shareholder meetings, regular BD meetings, shareholder meetings, regular BD meetings, etc.etc.

(2) (2) Taxation ConsiderationsTaxation Considerations Double TaxationDouble Taxation

– 11stst: Corporation taxed on profits: Corporation taxed on profits– 22ndnd: Shareholders taxed on dividends : Shareholders taxed on dividends

Dividends: = distribution of profitsDividends: = distribution of profits Exception: S CorporationException: S Corporation


Corporate Corporate FormsForms

Basic FormsBasic Forms– Business Corporation (“Traditional” Business Corporation (“Traditional”

Corporation)Corporation)– Statutory Close CorporationStatutory Close Corporation

Specific Categories of CorporationsSpecific Categories of Corporations– Non-profit CorporationNon-profit Corporation

California: Public benefit, mutual benefit & California: Public benefit, mutual benefit & religious corporationsreligious corporations

– Professional CorporationProfessional Corporation

IRS DesignationIRS Designation– S CorporationS Corporation

Receives “pass-through” taxationReceives “pass-through” taxation


Business Business CorporationCorporation

Basic form for all corporate formsBasic form for all corporate forms– Owners = ShareholdersOwners = Shareholders

Investors without liabilityInvestors without liability– Managers = Board of Directors/OfficersManagers = Board of Directors/Officers

– Advantages:Advantages: (1) Limited liability(1) Limited liability (2) Centralization of management(2) Centralization of management (3) Free transferability of ownership(3) Free transferability of ownership (4) Perpetual life(4) Perpetual life

– Disadvantages:Disadvantages: (1) Corporate formalities(1) Corporate formalities (2) Double taxation(2) Double taxation


Statutory Statutory Close Close CorporationCorporation

Small (e.g., family owned) Small (e.g., family owned) corporationcorporation

– 50 or fewer shareholders, generally50 or fewer shareholders, generally

– Shareholders also manageShareholders also manage Therefore, stock ownership is restrictedTherefore, stock ownership is restricted

– Restriction posted on stock certificateRestriction posted on stock certificate


FormationFormation– Election in Articles of IncorporationElection in Articles of Incorporation

OrganizationOrganization– Managed by shareholdersManaged by shareholders

Organized pursuant to Shareholders’ AgreementOrganized pursuant to Shareholders’ Agreement

FormalitiesFormalities– Minimal formalitiesMinimal formalities

Board of Directors not requiredBoard of Directors not required Bylaws not requiredBylaws not required Annual shareholders’ meetings not requiredAnnual shareholders’ meetings not required

Main Advantage = Stock Transfer RestrictionMain Advantage = Stock Transfer Restriction

Statutory Statutory Close Close CorporationCorporation


Non-Profit Non-Profit CorporationCorporation

Established for charitable, educational, cultural, Established for charitable, educational, cultural, religious purposes…religious purposes…

– Advantages:Advantages: Limits liability of benefactorsLimits liability of benefactors Offers taxation exemptionsOffers taxation exemptions

Typical Categories of Nonprofit CorporationsTypical Categories of Nonprofit Corporations– Public Benefit Non-Profit CorporationPublic Benefit Non-Profit Corporation

Organized for charitable purposes (civic leagues, Organized for charitable purposes (civic leagues, social welfare, etc.) and gaining tax exempt status social welfare, etc.) and gaining tax exempt status

– Mutual Benefit Non-Profit CorporationMutual Benefit Non-Profit Corporation Formed for other than religious, charitable, civil Formed for other than religious, charitable, civil

league, or social welfare purposesleague, or social welfare purposes– Religious Non-Profit CorporationReligious Non-Profit Corporation

Organized to operate a church or otherwise Organized to operate a church or otherwise structured primarily as a religious nonprofit structured primarily as a religious nonprofit corporationcorporation


ProfessionaProfessional l CorporationCorporation Historical Note:Historical Note:

– Traditionally, professionals were Traditionally, professionals were sole proprietors or partnershipssole proprietors or partnerships

Theory: Held professionals Theory: Held professionals accountableaccountable

– Now, professionals can incorporate Now, professionals can incorporate if allowed by state statuteif allowed by state statute

Texas does permitTexas does permit


Professional Professional CorporationCorporationssSpecial ConsiderationsSpecial Considerations NameName

– Must specify: Must specify: P.C. (Professional Corporation)P.C. (Professional Corporation) P.A. (Professional Association)P.A. (Professional Association) S.C. (Service Corporation)S.C. (Service Corporation)

Liability ProtectionsLiability Protections– Limited personal liability for negligence/malfeasance of Limited personal liability for negligence/malfeasance of

associatesassociates Professionals remain personally liable for their own Professionals remain personally liable for their own

negligence and malfeasance and that which they supervise negligence and malfeasance and that which they supervise or have knowledge ofor have knowledge of

More restrictive than other corporate formsMore restrictive than other corporate forms

Ownership RestrictionsOwnership Restrictions– May be owned only by professionalsMay be owned only by professionals

Rationale: eliminates profit motive of investorsRationale: eliminates profit motive of investors


S S CorporationsCorporations

IRS Tax DesignationIRS Tax Designation

– Not a separate corporate formNot a separate corporate form– Requirements:Requirements:

Small corporations (less than 75 Small corporations (less than 75 shareholders)shareholders)

Shareholders must be individuals Shareholders must be individuals or extensions of individuals (trusts, or extensions of individuals (trusts, estates)estates)


Formation of Formation of a a CorporationCorporation Creating the CorporationCreating the Corporation

– Pre-Incorporation ConsiderationsPre-Incorporation Considerations OrganizationOrganization

– 1. 1. Corporate OrganizersCorporate Organizers PromotersPromoters: Organize corporation, lease : Organize corporation, lease

business property, buy business equipment, business property, buy business equipment, hire employees, solicit investors [promoters hire employees, solicit investors [promoters generally found only in large corporations]generally found only in large corporations]

IncorporatorsIncorporators: Sign and file Articles of : Sign and file Articles of IncorporationIncorporation

Note: Promoters and incorporators are generally the same Note: Promoters and incorporators are generally the same person and generally become shareholders in the person and generally become shareholders in the corporationcorporation

– 2. 2. Selection of JurisdictionSelection of Jurisdiction MBCA and RMBCA create uniform laws and MBCA and RMBCA create uniform laws and

reduce forum shoppingreduce forum shopping


3. 3. Corporate FinancingCorporate Financing– Potential investors agree to purchase Potential investors agree to purchase

corporate shares once corporation is formedcorporate shares once corporation is formed = pre-incorporation share subscription= pre-incorporation share subscription

4. 4. Corporate NameCorporate Name– Designate: “Corporation”, “Incorporated”, Designate: “Corporation”, “Incorporated”,

“Company”“Company”– Name may not be deceptively similar to Name may not be deceptively similar to

another business nameanother business name Rationale: prevents consumer confusionRationale: prevents consumer confusion

– Reservation of corporate nameReservation of corporate name Generally by large companies intending to Generally by large companies intending to

expandexpand

Formation of Formation of a a CorporationCorporation


Pre-Incorporation: Pre-Incorporation: Document Document PreparationPreparation

FormationFormation– Articles of IncorporationArticles of Incorporation

Informational filing with Secretary of StateInformational filing with Secretary of State Beginning of corporate lifeBeginning of corporate life

– Look to state statuteLook to state statute Name of corporationName of corporation Purpose of corporation (California Corporations Purpose of corporation (California Corporations

Code)Code) Registered AgentRegistered Agent Capital structure of corporation (stock)Capital structure of corporation (stock) Initial board of directors (California: optional)Initial board of directors (California: optional)

– Drafting Note: Provide minimal information because A/I Drafting Note: Provide minimal information because A/I are available for public inspection and are difficult to are available for public inspection and are difficult to amendamend

Filing with Secretary of StateFiling with Secretary of State– Acceptance of A/I by SOS = corporate beginningAcceptance of A/I by SOS = corporate beginning


Post-Post-Incorporation:Incorporation:FormalitiesFormalities

Organizing = A/I, bylaws and meetingsOrganizing = A/I, bylaws and meetings

– 1. 1. BylawsBylaws = Operating procedures = Operating procedures Written guidelines and procedures for Written guidelines and procedures for

operation/managementoperation/management– Dates/places of SH and BD meetingsDates/places of SH and BD meetings– Voting of Board of DirectorsVoting of Board of Directors– Duties of Board of Directors/OfficersDuties of Board of Directors/Officers– Stock issuance/ownershipStock issuance/ownership– Corporate finances (e.g., bank accounts)Corporate finances (e.g., bank accounts)

– 2. 2. Organizational MeetingOrganizational Meeting By incorporators/initial directorsBy incorporators/initial directors

– Elect directors (if not appointed in Articles of Incorporation)Elect directors (if not appointed in Articles of Incorporation)– Appoint corporate officersAppoint corporate officers– Approve Articles of IncorporationApprove Articles of Incorporation– Bylaws adoptedBylaws adopted– Pre-incorporation transactions ratifiedPre-incorporation transactions ratified


Note:Note:

If corporation does not comply If corporation does not comply with statutory requirements…with statutory requirements…

=Corporate structure may be set =Corporate structure may be set aside and shareholders may be aside and shareholders may be personally liable for obligations of personally liable for obligations of the corporationthe corporation

Post-Post-Incorporation:Incorporation:FormalitiesFormalities


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