...SCHOOL OF COMMERCE BACHELOR OF BUSINESS MANAGEMENT AND ENTREPRENEURSHIP COMPANY LAW (CL300) AUG-DEC 2014 - ASSIGNMENT ONE PARTNERSHIP PREPARED BY STUDENT NUMBER MA3640 SUBMITTED TO C. CHIDOTHE SUBMISSION DATE 11th October The protection that the partnership act provides for people to opt for partnership as mode of carrying business. Definition Under the Partnership Act 1890, Partnership is defined as ‘The relation which subsists between persons carrying on a business in common with a view to profit’. The relation between members of any company or association which is registered as a company under any written law for the time being in force in Malawi rating to the registration of joint stock companies; or formed or incorporated by or in pursuance of any other written law, letters patent or Royal Charter, is not a partnership within the meaning of this Act. Formation of a partnership does not necessarily require a formal process although for practical reasons writing is usually used. The maximum number of partners is 20 in a partnership except for some professionals like the accountants and lawyers People opt for partnership as a mode of business in the sense that; Every partner is an agent of the firm and that it grants them an implied authority to bind the firm by any transactions entered into by them in the ordinary course of business unlike with the Limited companies. This implies that an outsider who conducts business with a partner within the scope of that implied...
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...PARTNERSHIP ( It is a CONTRACT whereby two or more persons (1) bind themselves to CONTRIBUTE money, property, or industry to a COMMON FUND (2) with the intention of dividing the PROFITS among themselves or in order to EXERCISE a PROFESSION ( a STATUS and a FIDUCIARY RELATION subsisting between persons carrying on a business in common with a view on profit CHARACTERISTICS OF THE CONTRACT OF PARTNERSHIP [C, C, L, I, AS, NP] 1. CONSENSUAL ( perfected by mere consent 2. CONTRIBUTION of money, property or industry to a COMMON FUND 3. object must be a LAWFUL one 4. INTENTION of DIVIDING the PROFIT among the PARTNERS 5. “AFFECTIO SOCIETATIS” ( the desire to formulate an ACTIVE UNION, with people among whom there exist a mutual CONFIDENCE and TRUSTS 6. NEW PERSONALITY ( the object must be for profit and not merely for the common enjoyment otherwise only a co-ownership has been formed. HOWEVER, pecuniary profit need not be the only aim, it is enough that it is the principal purpose BUSINESS TRUSTS ( when certain persons entrust their property or money to others who will manage the same for the former RULES ON CAPACITY TO BECOME A PARTNER 1. a person capacitated to enter into contractual relations may become a partner 2. an UNEMANCIPATED MINOR CANNOT become a partner UNLESS his parent or guardian consents 3. a MARRIED WOMAN, cannot contribute conjugal funds as her contribution to the partnership UNLESS...
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...What is Law of Partnership? A partnership is a for-profit business association of two or more persons. Because the business component is defined broadly by state laws and because "persons" can include individuals, groups of individuals, companies, and corporations, partnerships are highly adaptable in form and vary in complexity. Each partner shares directly in the organization's profits and shares control of the business operation. The consequence of this profit sharing is that partners are jointly and independently liable for the partnership's debts. According to Section (2) the relation between members of any company or association Which is— (a) Registered as a company under the Companies Act 1965 [Act 125] or as a co-operative society under any written Law relating to co-operative societies; or (b) Formed or incorporated by or in pursuance of— (i) Any other law having effect in Malaysia or any part thereof; or (ii) Any letters patent, Royal Charter or Act of the Parliament of the United Kingdom RULES FOR DETERMINING EXISTENCE OF PARTNERSHIP According to section ( 2 ) In determining whether a partnership does or does not exist, regard shall be had to the following rules- (1) Joint tenancy, tenancy in common, joint property, common property, or part ownership does not of itself create a partnership as to anything so held or owned, whether the tenants or owners do or do not share any profits made by the use thereof. (2) The sharing of gross returns does not...
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...Part 1 Business Enterprises in China 1.0 Introduction 2.0 Proprietorships 3.0 Partnerships 4.0 Corporates 1.0 Introduction In the People’s Republic of China, business organizations may be classified in to three main classes: individual proprietorships, partnerships, and corporations. The laws that effect these forms of business enterprises are diverse. There is no single code or statute that governs the PRC law of business enterprises. According to the sources of capital, there are domestic capital enterprises which are regulated by Sole Proprietorship Enterprise Law of the People's Republic of China , Partnership Business Law of the People's Republic of China, and Company Law of the People's Republic of China and foreign capital enterprises which are regulated by The Measures for Administration of the Establishment of the Partnership by Foreign Enterprises or Individuals within the Territory of China, Law of the People’s Republic of China on Chinese-Foreign Con-Tractual Joint Venture, Law of the People’s Republic of China on Chinese-Foreign Equity Joint Ventures, and Law of the People’s Republic of China on Foreign – Capital Enterprises. The relevant laws are the Security Law , the Fair Competition Law and the Antitrust Law. 2.0 Proprietorships 2.1What is a sole proprietorship enterprise A sole proprietorship enterprise means a business entity established within China with its capital contributed by one individual and its assts owned personally by the sole proprietor...
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...Read and Download Ebook The Law On Partnerships And Private Corporations By Hector S De Leon PDF THE LAW ON PARTNERSHIPS AND PRIVATE CORPORATIONS BY HECTOR S DE LEON PDF Well, book The Law On Partnerships And Private Corporations By Hector S De Leon will certainly make you closer to just what you want. This The Law On Partnerships And Private Corporations By Hector S De Leon will be consistently great close friend at any time. You could not forcedly to always finish over reviewing an e-book simply put time. It will certainly be only when you have spare time and investing couple of time to make you feel pleasure with just what you read. So, you could get the definition of the message from each sentence in guide. PDF File: The Law On Partnerships And Private Corporations By Hector S De Leon 1 Read and Download Ebook The Law On Partnerships And Private Corporations By Hector S De Leon PDF THE LAW ON PARTNERSHIPS AND PRIVATE CORPORATIONS BY HECTOR S DE LEON PDF Download: THE LAW ON PARTNERSHIPS AND PRIVATE CORPORATIONS BY HECTOR S DE LEON PDF Reserve The Law On Partnerships And Private Corporations By Hector S De Leon is one of the priceless well worth that will make you constantly abundant. It will certainly not suggest as rich as the cash provide you. When some people have absence to encounter the life, people with many books often will be better in doing the life. Why need to be e-book The Law On Partnerships And Private Corporations By Hector S De Leon It is in fact not...
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...Law 1. Define company? How many kinds of companies? Distinguish between private Ltd. and public Ltd. company. 2. What is Memorandum of Association? What are the elements of Memorandum of Association? What are the stages in the formation of a company? 3. What is capital? Describe briefly the source of companies’ capital? Define share? Describe briefly the classification of share? 4. Define contract? Describe briefly the essential elements of contract? Define Law? Describe briefly the classification of law? 5. Define partnership? The essential elements of partnership? Classes of partners and classes of partnership? 6. Short Notes: a) Article of Association. b) Difference between Memorandum of Association and Article of Association. c) Authorized Capital. d) Paid-up capital. e) AGM f) EGM. Q: What is contract? Describe the elements of contract? Ans. Section 2(h) of the Contract Act, 1872 provides that, “An agreement enforceable by law is a contract.”Therefore, in a contract there must be (1) on agreement and (2) the agreement must be enforceable by law. Agreements which are not enforceable by law they are not contract. Elements of contract: The essential elements of a contract are explained below: (1) Offer and acceptance: There must be a lawful offer by one party and a lawful acceptance of the offer by the other party or parties. “Lawful” implies that the offer and acceptance must conform to the rules laid down in the contract act 1872. (2) Intention...
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...Partnerships tional and promotional communications, with the brand selection being based on the package. The fourth situation is the pure impulse purchase. In this case shoppers had not considered buying the product until the package attracts their attention and they are enticed to purchase the product. In addition to drawing the attention of the shopper, the package itself may have attributes that significantly increase the attractiveness of buying a given brand. These are attributes that make the product easier to transport, store, and use, such as multiunit packaging; package dimensions that fit in the refrigerator door or on standard height shelves; and packaging which is easy to open, resealable, reusable, microwaveable and/or pourable. Some consumers also have a strong preference for environmentally friendly packaging that is recyclable or biodegradable. Any of these features may persuade a shopper to purchase a given brand of a product and should be considered when designing product packaging. SEE ALSO PARTNERSHIPS The Uniform Partnership Act (UPA) defines a partnership as “an association of two or more persons who operate as coowners a business for profit.” The creation, organization, and dissolution of partnerships are governed by state law. Many states have adopted the UPA. Partnerships that are created under the UPA are referred to as general partnerships. Business partners are fiduciaries to each other under the UPA. The law recognizes the partnership to be...
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...COMPANY LAW 266 ASSIGNMENT RUTHRAN SEEVANATHAN 14550036 SEMINAR FRIDAY 1-4PM TUTOR: YVONNE TIEN Company Law266 Assignment (a) What means, if any, are available to ‘Health Plus’, to expel Annabel from the partnership? Introduction to law The area of law addressed in this issue is Partnerships: Partnership agreement, Fidicuary Duties of partners and expulsion from the partnership. Explaination of law Section 7(1) of the Partnership act states that a partnership can be defined as the contractual relationship between two or more persons with a common view for profit. Partnerships don’t always have to be written contracts. They can be deemed as functional partnerships by other means. Informally- Oral Agreement: is where partners agree to start a business in common and proceed to start up a business with a common view of profit by just word of mouth. As shown in the Miah V Khan[2000] UKHL 55; [2001] 1 All ER 20 case. The partnership fell out before operations of the Indian restaurant had began, but even though they had not carried out business together, they were still deemed a partnership because they worked in common and had a common view to profits. Conduct: Partners can be working together and aiding each other in earn profit but not being in a contract together. The partnership act still classifies them as partners .This can be reflected in the Goudberg V Herniman Assoc Pty Ltd [2007]VSCA 12. Williams engaged an artichect to draw up floor plans for the venture and both...
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...general partnership with each other. They will have equal control and voting right with the business. The money earned from the business will be represented on their individual personal income tax returns. Within a general partnership each partner is responsible for liabilities jointly of the contract and debts of each partnership. This is important because each person in a partnership can be sued by a plaintiff if the plaintiff names each partner in the suit. The partners can be sued equally if this happens. If the plaintiff does not name all the partners in the suit then just the partner that is named will be sued. If any partner does not pay their part of a loss then the remanding partner may seek indemnification from him or her. Went a new partner joins a partnership the exiting debts and obligations of the partnership are liable only to the extent of his or her capital contribution. But when an incoming partner joins a partnership the partner is personally liable for debts and obligations incurred by the partnership after they have became partners. The Civil right Act of 1964 is laws that businesses need to make sure that they follow and consider while starting up a business. If a business does not follow the Civil Right Act of 1964 the business will not be protected from law sue. This also means that businesses have to offer equal opportunity in employment to all candidates. The government has several antidiscrimination laws for the people and if the laws are not followed...
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...cover the concepts that define law and the thoughts that help shape jurisprudence along with its history. The Federal Court, Supreme Court, and the jurisdiction of the courts are also covered. Constitutional law is covered from the perspective of business. This week also provides an introduction to the various forms of business. Small businesses, entrepreneurs, and general partnerships are explored. You discuss how a corporation is formed and how it can be financed. Finally, you study limited liability companies and limited partnerships, as well as franchises and special forms of business. This week further introduces you to the concept of alternative dispute resolution as a method for resolving disputes outside traditional litigation. After first looking at the litigation process, you are then introduced to arbitration, negotiation, mediation, conciliation, minitrial, fact-finding, and the use of a judicial referee. The Legal System and the Legal Forms of Business OBJECTIVE: Explain the major components of the legal system. Resources: Ch. 1, 2, & 4 of Business Law: Legal Environment, Online Commerce, Business Ethics, and International Issues Content • Ch. 1: Legal Heritage and the Information Age o Introduction to Legal Heritage and the Information Age o What Is Law? • Landmark U.S. Supreme Court Case Brown v. Board of Education o Schools of Jurisprudential Thought • International Law: Immigration to the United...
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...sports bar is the partnership firm because Lou, Jose and Miriam are the three persons who want to start the business in return for a percentage of ownership. Lou and Jose will take care of business operations and Miriam will invest money. Miriam will allow to Lou and Jose to keep control on business activities by sharing profit with them, so it would be considered as the partnership firm (The General Partnership, 2010). In a partnership firm the all the business decisions are taken by the conformance of all the partners. In this scenario, Lou and Jose are the main controllers and their partnership is general partnership but Miriam would not have any control because he is giving money in to earn profits only (Liability for partnership debts, 2010). According to the taxation policy of USA, in a partnership firm the tax will not incur on profit before distributing to the partners. In partnership business entity, the tax would be paid by the individual partners after distributing the profit among them (The General Partnership, 2010). According to the common law, in this partnership business entity, the liability of Lou and Jose is unlimited for the business organization because they will manage all the activities and plans of the restaurant but the liability of Miriam is limited because he is investing only capital to start the business. All the partners in this entity are protected from the unlawful and wrong acts (Murray, n.d.). Laws and Regulations to...
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...FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BLACKSTONE HOLDINGS I L.P. Dated as of 2007 THE PARTNERSHIP UNITS OF BLACKSTONE HOLDINGS I L.P. HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT. THE UNITS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME. Table of Contents | Page | ARTICLE I | | | | DEFINITIONS | | SECTION 1.01. Definitions | 1 | | | ARTICLE II | | | | FORMATION, TERM, PURPOSE AND POWERS | | | | SECTION 2.01. Formation | 11 | SECTION 2.02. Name | 11 | SECTION 2.03. Term | 11 | SECTION 2.04. Offices | 11 | SECTION 2.05. Agent...
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...Company, which removed Aztec as general partner in a limited partnership and substituted MHM as general partner. In two points of error, Aztec contends that the trial court erred in denying its motion for summary judgment and in granting MHM's motion for summary judgment because neither Aztec nor all of the limited partners consented to the removal of Aztec and substitution of MHM as general partner and, therefore, the removal and substitution are invalid as a matter of law. We conclude that the partnership agreement of Aztec 80-A, Ltd., as thereafter amended, permits the removal of Aztec and substitution of MHM as general partner as a matter of law. Accordingly, we affirm. The facts are undisputed. The controversy centers on section 11.12 of the partnership agreement. Section 11.12 states: Amendments. Amendments to this Agreement may be proposed by the General Partner, or by the holders of 10% or more of the Units, by submission of a written proposal to the General Partner. Following such proposal, the General Partner shall submit to the Limited Partners, by notice in accordance with Section 11.1 of this Agreement, a verbatim statement of the proposed amendment, and when the General Partner deems it appropriate, an opinion of counsel as to the legality of such proposed amendment, and its recommendation with respect to the proposed amendment. Except as otherwise expressly provided herein or as otherwise required by law, this Agreement may only be amended upon the written consent...
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...1a) What is the purpose of an exclusion clause in an agreement? An exclusion clause is basically a section in the contract that limits or excludes or appears to limit or exclude any form of liability for breach of contract. Many contracting parties will use this technique to avoid liability for breach of contract. An exclusion clause may go as far as to completely exclude any liability or may just limit the amount or form of liability to certain amount. Exclusion clauses most commonly appear in standard form contracts. In contracts were the terms are already set, and they form a kind of 'take it or leave it' contract, where there is no negotiation of the terms. Whereas in the contract above is to put Petaling Jaya Forwarding Sdn. Bhd. Fully and solely liable should any damage or loss happen to the vessel “Hang Tuah” thus making it not seaworthy. If the said condition happen during transportation or during handling by Petaling Jaya Forwarding Sdn. Bhd., The owners “ West Port Shipyard Sdn Bhd” will be claiming for it from Petaling Jaya Forwarding. 1b) Is it necessary that an exclusion clause must be one of the terms of an agreement In these events, an exclusions clause is a must. The exclusion clause is used to protect the owner of the vessel should any loss or damage to the vessel occurred during handling by Petaling Forwarding. Petaling Forwarding will have to pay or bear the cost for making good of the vessel. The existence of...
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...Entity, Control, Taxation, Liability Since there are three individuals wanting to gain and contribute to this sports bar and restaurant the best suitable entity would be as a general partnership. A general partnership is recognized as being one in the same as its owners. Lou and Jose will be constituted as the general partnership, whereas Miriam would be known as partnership by estoppel. An estoppel is classified as one who is not permitted to deny the partnership. Control in a general partnership is based on the agreement by all partners. A general partnership only has one level of taxation, and is considered a tax-reporting entity and not a tax-paying entity. The profits that will be acquired from the sports bar and restaurant, each partner will be granted their share. Since each individual gets their amount as agreed upon, it goes into an individual account meaning that each need to report their earnings on tax forms individually. The liability that exists in a general partnership include unlimited personal liability. Each partner in a general partnership is liable for maintaining the partnership’s obligations. In the event of a law suit, joint partnership is sued as a group, and several liability individual partners are sued. There are three main rules that apply to a general partnership; each partner is liable for their own actions, actions...
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