LAW 122 Lecture Notes - Lecture 5: Canada Business Corporations Act, Search Report, Limited Liability Partnership
23 Aug 2016
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Laws generally applicable to businesses apply to sole proprietors such as: Provincial registration for business name only if name other than personal. Two or more carry a business together with a view to a profit. Partnership begins automatically when relationship begins no formalities required. Holding each other out as partners or acquiescing. Engaging in ongoing activity rather than one project. Partners and partnership are one in the same partner cannot be employed by partnership. Provides default rules, which can be supplemented or modified by partnership agreement. Important to address key issues in partnership agreement (risk management) Each partner can commit the partnership to obligations (extends risk of unauthorized obligations and torts to all partners) Individuals are not personally liable for negligence and liabilities of their partners but that one partner can be. Shareholders: residual claimants to the assets of the corporation and elect directors. Directors: responsible for managing or supervising the management of the corporation business and it internal affairs.
