Контрольні завдання до самостійної роботи № 20

І рівень

Складіть конспект самостійної роботи № 20

ІІ рівень

І. Дайте відповідь на наступні запитання:

1. Які форми організації бізнесу вам відомі?

2. Які папери треба скласти при укладанні товариства?

3. Які переваги цієї форми бізнесу?

4. Які найбільш суттєві недоліки товариства ви знаєте?

5. Хто входить до складу корпорації?

6. В залежності від чого ростуть або падають ціни акцій?

7. Як часто збирається рада директорів і з якою метою?

8. Які обов’язки президента та виконавчого директора корпорації?

ІІ. Перекладіть наступні слова українською мовою.

Partnership, statute shares, shareholder (stockholder), chief executive officer, Agreement of Capital, Dividends share.

ІІІ рівень

Якби в житті вам випав би шанс укласти будь-яку форму бізнесу, яку саме форму ви обрали б товариство чи корпорацію. Поясніть свій вибір.

Самостійна робота №21.

Тема: Свідоцтво про реєстрацію англійської компанії.

Основні питання, що розглядаються:

1. New business registration.

2. Legal business structures.

3. Structure of certificate/license.

Література:

1. Карпусь И.А. Английский деловой язык. – Киев: МАУП, 1995.

2. Кумарова М.Г. Новый бизнес-английский (курс деловой лексики английского языка) – М.: Акалис, 1997.

3.Naterop B.J., Weis E., Haberfellner E. Business letters for ALL. – Oxford University Press, 1977.

Студент повинен знати:

1. Особливості реєстрації бізнесу.

2. Види компаній в США та Великобританії.

3. Структура свідоцтва/ ліцензії.

Студент повинен вміти:

Познайомитись зі свідоцтвом про реєстрацію/ ліцензію.

Doing Business As (DBA)

Occasionally, individuals may choose to operate a business under an assumed name without filing as a corporation or other business entity with the Office of the Secretary of State. This type of business is generally called a DBA which is an abbreviation for the words "doing business as". If you intend to conduct business in the State of Rhode Island under a name which differs from you own legal name, it is necessary to register that name as an assumed name in the city or town in which your business is located.

This registration is accomplished by filing a certificate, which sets forth the name, which the business will use for transacting its affairs. The business certificate contains the name and address of the person conducting the business in question as well as the name that the business is operating under. The information in the certificate is provided and sworn to under oath.

A DBA certificate does not have to be filed if an individual or individuals are conducting business in their own names or the actual surname of one of the partners in the business. Each city or town clerk keeps an alphabetical index of all persons filing certificates and of the names assumed. However, as of the present date there is no central registry or index to coordinate the names filed in all the cities and towns. Therefore, the business certificate does not afford protection of a business name. This type of filing and registration is required in order to identify the actual owners of the business to its customers, creditors and the public at large. The registration is not intended as a protection of a specific name or logo, which may be part of the business name filed with the city or town clerk.

Legal Business Structures

Your business can be organized in a number of ways, depending on its nature and your objectives. You may operate a business by yourself (sole proprietorship), with another person (general partnership), or as a separate legal entity (corporation, limited liability company, or limited partnership). Each type of business structure has advantages and disadvantages.

Sole proprietorship (єдине право власності)

A sole proprietorship is the simplest form of business where one individual conducts the business. The business owner is personally liable for all the obligations of the business. A sole proprietor does not have to be registered unless the business uses an assumed business name. If the name of the business does not include the legal name of the business owner, the business name must be registered as an assumed name with the local city or town in which it is located. This allows the public to identify who is transacting business under that business name.

General partnership (повне товариство)

A general partnership is an association of two or more persons doing business. All partners are personally liable for the obligations of the partnership. A general partnership does not have to be registered unless it uses an assumed business name. If the name of at least one of the general partners is not part of the business name of the partnership, the business name must be registered with the local city or town. The registration allows the public to identify who is transacting business under that business name.

Corporation

A corporation is a legal entity created under Rhode Island law by filing articles of incorporation with the Secretary of State. A corporation is owned by its shareholders. The corporation acts as a single entity. It exists separately from its owners. It continues to exist even though the shareholders change. As a separate legal entity, the corporation is responsible for filing its own tax returns. A corporation may own property, sue, and be sued.

Each corporation must have and continuously maintain in this state a registered agent upon whom any process, notice, or demand required or permitted by law to be served upon the corporation may be served. (If one wishes to sue a corporation, the legal papers are served on the

registered agent.) Thus, it is necessary that the registered office have a street address.

Common types of entities filed in Rhode Island with the Secretary of State are business corporations, non-profit corporations, professional service corporations, limited liability companies, limited partnerships, and registered limited liability partnerships.

A business corporation is a for-profit corporation. A non-profit corporation is formed for any lawful purpose but not for financial profit.

A professional service corporation is a for-profit corporation formed for the purpose of providing one or more specific types of professional service and all the shareholders of the corporation must be licensed to render one of the professional services. Corporations formed under Rhode Island law are called "domestic" corporations. Those formed under the laws of other states or countries, but which are authorized to transact business in Rhode Island, are called "foreign" corporations.

Limited Liability Company (суспільство з обмеженою відповідальністю)

A limited liability company (LLC) is a legal entity having one or more members. The LLC can be managed by one or more manager or by its members. Managers can be, but are not required to be, members. The internal affairs are governed by operating agreements, which may be analogous to corporate by-laws, or partnership agreements.

Each LLC must have and continuously maintain in this state a registered agent upon whom any process, notice, or demand required or permitted by law to be served upon the LLC may be served. (If one wishes to sue an LLC , the legal papers are served on the registered agent.) Thus, it is necessary that the registered office have a street address.

To form a limited liability company in Rhode Island, you must submit articles of organization to the Secretary of State. Before articles of organization can be filed, the name must be searched in order to insure that it is not deceptively similar to other entity names on file with the Secretary of State. A certificate of organization together with the duplicate article of organization will be returned to the filing party as evidence of organization.

Limited Partnership (командитне товариство)

A limited partnership is an association of two or more owners, having two classes of ownership -

general partners and limited partners.

The general partners commonly run the business and are fully liable for all debts. Limited

partners are only liable for debts to the extent of their capital invested.

To form a limited partnership, a certificate of limited partnership must be filed with the Secretary of State. As with the other entities listed, the name must be searched to insure that it is not deceptively similar to another name on file and a registered agent must be maintained. A duplicate original will be returned to the filing party as evidence of the formation.

Registered Limited Liability Partnership

A partnership may become a registered limited liability partnership by filing an application with the Secretary of State. By adhering to the statutory provision, including the maintenance of insurance, the general partners may limit their liability for negligent acts and omissions of others within the registered limited liability partnership.

License and certificate of registration required.

No foreign corporation or corporation formed, organized, or existing under laws other than those of Guam shall be permitted to transact business in Guam until it shall have obtained a foreign corporation license and certificate of registration from the Director of Revenue and Taxation upon written order of the Governor of Guam. No order for a foreign corporation license and certificate of registration will be issued by the Governor of Guam, except upon a statement under oath of the managing agent of the corporation showing to the satisfaction of the Governor that the corporation is solvent and in sound financial condition, and setting forth the resources and liabilities of the corporation within a number of days to be fixed by the Governor of Guam, prior to the date of presenting the statement, as follows:

(a) The name of the corporation;

(b) The purpose for which it was organized;

(c) The location of its principal or home office;

(d) The capital stock of the corporation and the amount thereof actually subscribed and paid into the treasury on the ______ (insert date, month, and year).

(e) The net assets of the corporation over and above all debts, liabilities, obligations, and claims outstanding against it on the _____ (insert date, month, and year).

(f) The name of the agent, residing in Guam, authorized by the corporation to accept summons and process in all legal proceedings against the corporation and of all notices affecting the corporation.

Provided, however, that the Governor of Guam before ordering that a foreign corporation license and certificate of registration be issued in the case of any particular corporation, may require further evidence of the solvency and fair dealing of the corporation, if in his judgment such further information is essential.

Accompanying the statement, there must be a certified copy of the articles of incorporation and a certificate that the corporation has been established according to the laws of the place where incorporated. Said certificate, in the case of companies incorporated in the United States or its possessions, must be under notarial seal; and, in the case of other foreign corporations, must be issued by a United States Consul.

Upon filing in the Department of Revenue and Taxation the foregoing statement, etc., and the order of the Governor, the Director of Revenue and Taxation shall issue to the foreign corporation a foreign corporation license and certificate of registration. For the issuance of such certificate of registration, the Director of Revenue and Taxation shall collect a fee.