CHAPTER 12 CHAPTER 12

CORPORATION LAWCORPORATION LAW 22 May 200622 May 2006

ContentsContents

Listening PracticeListening Practice

Words and ExpressionsWords and Expressions

DiscussionDiscussion

44

Listening Practice

1. Partnership1. Partnership is an association of two or more persons to

carry on a business for profit.2. Each partner is viewed as others’ agent.3. Every partner may take part in the management in

partnership’s business .

2. Company law1. A company director owns fiduciary duty( 诚信责任 ) to the

company2. A company is regarded by the law as a person, an artificial

person3. An enterprise as an legal person shall conduct operations

within the arrangement approved and registered.4. He is a director appointed under the article of the

company.

Discussion—Setting up a business in the US

The selection of the appropriate type of enterprise is complex , several factor should be weighing:The number of people who own the business or

share in its profits or lossesCost of setting up businessCapital-raiseDesire of the owners to limit their riskTax-levy Comparison among 3 forms of business

Sole Sole ProprietorshipProprietorship

PartnershipPartnership CorporationCorporation

Requirements to set up

Obtaining a license (on other permission or formality)

An partnership is normally required

Approved by secretary of state

enjoy profit and suffer losses

Single owner Two or more Partners

Numbers of Shareholders

Cost of starting business

Lest costly Less costly High Expenditures

Raise capital Lest opportunity Less Easiest

Owner’s liability Unlimited liability Unlimited or limited liability

Limited liability

Tax-levy Single tax Single tax Double tax

Business to do

Retail shop, consulting firms, insurance agency

Service enterprise: law firm, accounting firm, etc.

Manufacturing

Which business form will you advise to the Chinese businessman?Which business form will you advise to the Chinese businessman?

Commercial law of the USCommercial law of the US

Commercial law

Consumer Credit

BankruptcyBankingNegotiable

instruments

Mortgages Contract

Debtor-Creditor

Landlord- Tenant

Real estate transaction

Sales

Refer to http://www.law.cornell.edu/wex/index.php/Commercial_law

CHAPTER 13 COMMERCIAL LAWCHAPTER 13 COMMERCIAL LAW

Background knowledgeBackground knowledge

Words and expression of textWords and expression of text

Commercial law of the USCommercial law of the US

Banking law Banks and bank accounts regulated by state and federal statutory law.

Bankruptcy law Bankruptcy law allows a debtor, who is unable to pay his

creditors, to resolve his debts through the division of his assets among his creditors.

Bankruptcy law is federal statutory law Law of Consumer credit

Credit allows consumers/merchants/bank to finance transactions(credit card account)

Includes federal and state statutory laws.

Commercial law of the USCommercial law of the US

Debtor - creditor law It governs situations where one party is unable to pay a monetary

debt to another. Arises mainly from state statutory and common law

Landlord-tenant law It governs the rental of commercial and residential property. Be composed primarily of state statutory and common law.

Mortgages law A mortgage involves the transfer of an interest in land as security

for a loan or other obligation. Be mainly governed by state statutory and common law.

Commercial law of the USCommercial law of the US

Law of Negotiable instruments A negotiable instrument is an unconditioned writing that

promises the payment of a fixed amount of money. Mainly state statutory law. Eg. Drafts and Check.

Law of Real estate transactions

Federal statutes, state statutory and common law. Law of Sales

Transactions for the sale of goods is governed mainly by sales laws of each state.

Words and ExpressionsWords and Expressions

Probate 遗嘱认证Sales 买卖Commercial paper 商业票据Bank deposits and collections 银行押金与托收Letter of credit 信用证Bulk transfer 大量财产转让Document of title 产权证书

Words and ExpressionsWords and Expressions

Secured transactions 有担保的交易Repealer 废止议案Bill of lading 提单 ; Air waybill 空运提单Warehouse receipt 仓储单据Factor lien 代理商留置权Law merchant 商人法、商法Force and effect 法律效力