BLaw 210 1st Edition Lecture 14 I II III I II III IV V Outline of Last Lecture Griswold WTO Corruption Outline of Current Lecture Business what are you doing Business Organization a Sole Proprietorship b Partnership i General ii Limited iii Limited Liability Current Lecture Syllabus amendments Quiz 3 still on 10 30 Extra Credit Bonus Quiz points added to exam 2 score 11 4 Exam 2 URL to know www sos gov corps registration structures aspx Do you know who are doing Business with a Student self observation have a look per business organizational structure b Ask why has this business organized itself as it has c State mandated Public disclosures d How does this business seek to protect itself from you Customer Client Are you protected in the event of e Due diligence and buyer beware Goods Services f Liability limitations aspects litigation g Query Avoid vs Evade Business Organization Issues and Considerations a Formation b Tax c Liability d Agency e Cost f Governance g Employment h Law Representations i Insurance j Accountant and Financing K Law Sole Proprietorship a One individual or married couple in business alone b SP s are the most common form of Business structure Simple to form and to operate c May enjoy greater flexibility of management and fewer legal controls These notes represent a detailed interpretation of the professor s lecture GradeBuddy is best used as a supplement to your own notes not as a substitute VI VII VIII IX X d But the business owners are personally liable for all debts incurred by the business e Tax Personal marginal tax rate General Partnership a Composed of 2 or more persons usually not a married couple who agree to contribute money labor and or skill to a business profit motive expectation b Each partner shares the profits losses and management of the business and each partner is personally and equally liable for debts of the partnership c Formal terms contractual of the partnership are per a written partnership contract K d Tax personal marginal rate s draw e Key phrase Joint several liability Limited Partnership a Composed of 1 or more general partners and one or more limited partners The GP s manage the business and share the profits and losses LPs share in the profits but their losses are limited to the extent of their investments b LPs are not usually involved in day to day operations c Tax per GP same d Must register with SOS Div of Corps And Charities Limited Liability Partnership a Similar to GP except normally does not have personal liability for negligence b Business structure used most by professional Lawyers accountants etc c Tax same as GP d Must register with SOS Limited Liability Company a Formed by 1 or more persons through special written agreement b Agreement details managerial provisions assignment of interests and distribution of profit loss c Permited to engage in any lawful for profit business other than banking or insurance d Personal liability shield e Tax may yield tax or financial benefit f PLLC g Must register with SOS Corportation a Separate legal entity has own rights privileges and liabilities beyond those of an individual b Personal liability shield c Tax corp rate d Must register with SOS