Corporate bargain--limited liability
I.CHARACTERISTICS OF A CORPORATION
A.PRINCIPAL CHARACTERISTICS OF A CORPORATION
a)Entity Status--a corporation is a legal entity created under the authority of legislature
b)Limited Liability--as a legal entity, a corp is responsible for its own debts; its sh's liability is limited to their investment;
c)Free Transferability of Interest--shares, representing ownership interests, are freely transferable;
d)Centralized Management and Control--a corp's management is centralized in a board of dirs and officers. Shs have no direct control over the board's activities;
e)Duration--Continuity of Existence--a corp is capable of perpetual existence;
f)Taxation--a corp, as an entity, pays taxes on its own income; shs are taxed only on dividends;
g)Remember Attributes of the Corporation--CLIFF:
1)Centralization of management;
3)Forever (perpetual duration);
4)Freely alienable (shares can be sold).
B.CORPORATIONS DISTINGUISHED FROM OTHER FORMS OF BUSINESS ASSOCIATIONS.
1.GENERAL PARTNERSHIPS--in most states, p'ships are governed by the Uniform Partnership Act (UPA). However, the Revised UPA (RUPA) has been adopted by a few states
a)Aggregate Status--a p'ship is an aggregation of two or more persons who are engaged in business as co-owners.
Although not a legal entity, a p'ship is treated as one for certain purposes, e.g., ownership and transfer of property. RUPA confers entity status on p'ships;
b)Unlimited Liability--every partner is subject to unlimited personal liability on p'ship debts;
c)Transferability of Interests--a partner cannot make a transferee a member of the p'ship. She can, however, assign his interest in the p'ship, thus permitting the assignee to receive distributions of profits. Because the assignee does not become a member of the p'ship, he is not entitled to participate in p'ship business or management.
d)Duration and Dissolution--a p'ship cannot have perpetual existence. It is terminable at will unless a definite term is expressed or implied, and is also dissolved by death, incapacity, or withdrawal of any...