Textbook Notes (367,894)
Canada (161,478)
MGSC30H3 (57)
H Laurence (33)
Chapter 17

Chapter 17 Notes

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Management (MGS)
H Laurence

Chapter 17 Corporation LawCorporation An entity that has an existence at law that is separate from those who form it from those who from time to time possess shares in it or from those who are responsible for its direction and control THE NATURE OF A CORPORATIONA corporation is a separate legal entity in the sense that it has an existence at law but no material existence It is artificially created and never dies in the natural senseISeparate and distinct from its shareholders and it acts not through them but through its authorized agentsIIA properly authorized agent may bind the corporation in contract with third partiesIIIThe shareholders of a corporation possess limited liability for the debts of the corporation and the creditors may only claim the assets of the corporation The principal officers are responsible for binding the corporation into contract with third parties The responsibilities of directors of the corporation The shareholders do not participate in the management unless there are major changesDifferences between PartnershipCorporationPartnershipCorporationControlsince all partners need to agree management is delegated by before changes are made the the shareholders to an elected decisionmaking is timegroup of directorsconsuming and difficultthe directors have the authority to make most decisionsLimited every general partner has eliminates this risk for ordinary Liabilityunlimited liability for the debts shareholders as personal estate incurred by the partnership may not be reachespersonal estates are exposed in only assets owned by the events of losses corporation is available to creditors Transfer based upon the good faith of identity of the shareholder the partiesdealings with each becomes unimportant as does of Interestotherthe shareholders personal worthretiring partners interest is not if the shareholder decides to freely transferable as the transfer the share to another no remaining partners must real effectacquire the retiring partners shares may be freely share or wind up the businesstransferred in a public company death of a partnerTerms A partnerships existence is Unlimited term of operationlimited by the life of its of Operation A corporation may be dissolved membersofby the state or it may voluntarily the Businessbe wound up
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