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In short, uncomplicated chapters, this volume walks readers through business organizations—sole proprietorships, partnerships, LLCs, and corporations (including not-for-profits)—from formation to dissolution. The essential elements of ways to do business are explored through examples of articles, agreements, resolutions and a state-specific chart of statutes. It includes drafting tips, checklists, and essentials of how to form, operate, maintain, merge or dissolve business organizations. Basic Concepts of Agency. Types of Business Organizations. The Sole Proprietorship. The General Proprietorship. The Limited Partnership. The Registered Limited Liability Partnership. The Corporation. Creation of the Corporation. Getting Underway. Shareholders and Shares. Directors and Officers. Operation of the Corporation. Dissolution of the Corporation. The Limited Liability Company. Changes in Corporate Structure. The Corporate Paralegal. Ethics.
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STUDYING THE LAW OF BUSINESS ORGANIZATIONS
Why study the law of business organizations? Because you need it!
No one lives in today's society without encountering business and commerce. Whether it's bartering with your siblings, doing business with the local store, trading items at recess, paying the bills, or managing an international company—everybody's doing business.
This book was written with two presumptions:
* Simple is better than complicated.
* The authors cannot cite statutes from every state in the union.
Simplicity we offer. You, the reader, should keep the specific statutes of your state close at hand.
We will refer to our companion book, Introduction to Contracts, published by Pearson Publications Company. We will not repeat ourselves. If we already wrote about the subject in Introduction to Contracts, we will refer you to that book.
We expect the readers of this book to be nonlawyers—paralegal or business law students, entrepreneurs, or owners of small businesses. We assume you want to learn about the various ways to do business without going to law school. At the same time, we strongly recommend retaining a good attorney and a good accountant to help you succeed in business.
First, locate the statutes you will need. Getting Ready
* Where are the acts governing partnerships located in your state's statutes? Find the precise names and citations. Expect to find one for general partnerships and one for limited partnerships.
* Does your state provide for a partnership's adopting a status called "registered limited liability partnership"? If so, what is the y authorizing statute?
* Where is the act governing for-profit business corporations located in your state's statutes? Find the precise citation. Does it mention close corporations?
* Where is the act governing nonprofit corporations located in your state's statutes? Is there an act governing unincorporated nonprofit organizations or associations?
* Does your state provide for corporations organized by persons offering professional services? If so, determine the name of the act and where it is found in your state's statutes.
* Does your state have a statute providing for limited liability companies and professional limited liability companies? Locate its name and citation.
* Where is the act governing assumed business names located in your state's statutes? "Assumed business names" are also called "fictitious business names." You may have heard of a "d/b/a" – "doing business as."
* Where is the act governing associations found in your state's statutes? What sort of entities are covered by this act – professional associations? Cooperative associations? Other associations?
* Some states have a statute called the "Miscellaneous Corporation Law" or a similar title. Is this true in your state? If so, locate the statute and note its precise title.
* Does your state publish a book called a filing guide or some similar name? For example, every two years the Texas Secretary of State publishes a new volume as the legislature amends the laws. The current title of this excellent guide is the Filing Guide for Business Organizations and Non-Profit Corporations. Determine if your state publishes such a guide.
* What is the universal resource locator (URL) of your secretary of state? Of your state's taxing authority? Of your state's corporate statutes?
Since the first edition of this book was published in 1995, significant changes have taken place in the world of business.
Two things have not changed, and probably never will: contracts and collections. While this volume can stand alone, combining it with the authors' Introduction to Contracts and Barbara Kirby's Red and Black will give the reader a firm grounding in the basic principles of business law.
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Book Description Prentice Hall, 1999. Paperback. Condition: Used: Good. Seller Inventory # SONG0929563522
Book Description Pearson, 1999. Condition: Good. A+ Customer service! Satisfaction Guaranteed! Book is in Used-Good condition. Pages and cover are clean and intact. Used items may not include supplementary materials such as CDs or access codes. May show signs of minor shelf wear and contain limited notes and highlighting. Seller Inventory # 0929563522-2-4