Activity II. Topic introduction

(Concept p. 93)

Grammar Practice

Modal verbs

The following modal verbs are used in the text.

must have to

Refer to Grammar Supplement, Modal Verbs pp. 262 – 266. Study the Table of Modal Verbs Usage, and then read the points Obligation and necessity p 262 – 263.

Decide if the interpretations explain the usage of the verbs in the statements.

1. Government must be able to identify any business organization by name, product or nature of business. – It is compulsory to have the ability to identify a business.

2. Government has to tax an enterprise either as natural person or as legal entity. – It is required by law and rule to tax; it is an imposed obligation.

3. The information about companies must be available for public reference. – It is compulsory, a required necessity.

4. In common law countries (as UK and US) individual businesses and partnerships have to register a business name, get Employer Identification Number with the tax bodies and obtain licenses and permits appropriate for the nature of their business activity. – It is a necessary requirement imposed on businesses.

5. A company has first to apply for registration and then to file the documents for statutory authorization. – It is required by rule.

Activity III. Topic development

(Essential. Business Formation Basics pp. 94-96)

Exercise 1. Questions

Sole proprietorship

Where is it possible to get information about local, state and federal permits?

Why is it necessary to verify the chosen name for the business?

Who registers the name of business?

Why is it necessary to apply for and obtain the EIN with the IRS?

Why is it necessary to get business insurance? Why is it necessary to insure the business?

General partnership

Are the statutory requirements for a partnership registration the same as those of a sole proprietorship? What is different?

What does the partnership agreement determine?

Why is it better to have a written partnership agreement?

Why is it advisable to engage the services of an attorney when drafting the agreement?

What does unlimited liability of partners mean? (see Business Organizations)

How are the responsibilities shared by the partners?

Limited partnership

What is similar and what is different in the statutory requirements for a general and limited partnership registration?

What are the requirements for the name of a limited partnership?

Where do the partners get an Assumed Name Certificate?

Where do the partners get an EIN from?

Where do the partners obtain a State ID number from?

Where do the partners file a Certificate of Limited Partnership with?

How are general and limited partners liable for debts?

Corporations

Where is it possible to obtain the application forms for registration of the corporation name?

How is it required to prepare Articles of Incorporation?

When do the corporation founders receive the corporate charter?

When is it necessary to adopt the bylaws?

Where do the corporation founders obtain the tax registration certificate from: a) Secretary of State’s office? b) IRS? c) Trademark Office? d) SBA?

Exercise II.

A) Find the appropriate English equivalents for the following words and phrases:

Устав корпорации; страхование бизнеса; составлять документ; спор/конфликт; получить удостоверение; подать заявление; распределение средств; личное имущество, получить разрешение (письменное); удостовериться/проверить; избежать проблем; договор о создании товарищества; личная декларация о подоходном налоге; документ о присвоении статуса корпорации; внутренний устав корпорации

B) Make up sentences using the words and phrases from A)

Exercise III.

Read the following statements and decide which of them are “true” and which are “false”. Correct the “false” statements using proper modals: have to, don’t have to, needn’t, should, should not. (Mind: must not – is a strong prohibition, and not an absence of necessity or obligation). (Refer to Grammar Supplement, Modal Verbs, pp. 262 – 266)

1. A general partnership’s name must contain the words “General Partnership”.

2. Corporation founders have to register the name of corporation.

3. A sole proprietor should obtain local, state and federal licenses and permits before starting a business.

4. The business name of sole proprietorship must be registered in the Trademark Office.

5. Limited partnerships have to obtain a State ID Number from the Secretary of State.

6. All businesses – sole proprietorships, partnerships and corporations – have to apply for an EIN.

7. General Partnerships must have a written partnership agreement.

8. Sole proprietors needn’t insure the business.

9. Limited Partnerships don’t have to obtain any permits or licenses but they have to get an Assumed Named Certificate.

10. Corporation founders have to file bylaws together with the Articles of Incorporation.

11. Limited Partnerships don’t have to draft a written partnership agreement.

12. The name chosen by a sole proprietor must be unique, which means it must not have already been taken by another business.

13. Limited Partnerships have to file a Certificate of Limited Partnership with the Department of Revenue.

14. Corporation founders needn’t obtain a tax registration certificate.

15. Both a limited partnership members and a corporation founders have to file related certificates with the Secretary of State.