2. Incorporation

All partnerships and companies are regulated by the law of the U.K. or by Acts of Parliament, and are to be registered with the Registrar of companies. In order to be registered they are to deliver a few documents, namely:

• a certified copy of the company's charter

• statute

• memorandum and others.

When a company is registered a certificate of incorporation is issued by the Registrar.

Here is one of the certificates:

Duplicate for the file No 989855. Certificate of Incorporation I hereby certify that the Goldfields. Limited is this day incorporated under the Companies Acts, 1862 to 1994. and that the Company is Limited. Given under my hand at London this tenth day of July one thousand nine hundred and ninety four. Fees and Deed Stamps 15,200.00 Stamp Duty on Capital 13,510.00 Registrar of Joint Stock Companies Certificate received by Stephen Low 65 London Wall, E.C., Date 13 the July, 1994

3. Forms of Businesses in the u.S.A.

Businesses in the U.S.A. may be organized as one of the following forms:

• individual business

• general partnership

• limited partnership

• corporation

• alien corporation

An individual business is owned by one person.

A general partnership has got several owners. They all are liable for debts and they share in the profits.

A limited partnership has got at least one general owner and one or more other owners. They have only a limited investment and a limited liability.

A corporation is owned by persons, called stockholders. The stockholders usually have certificates showing the number of shares which they own. The stockholders elect a director or directors to operate the corporation. Most corporations are closed corporations, with only a few stockholders. Other corporations are owned by many stockholders who buy and sell their shares at will. Usually they have little interest in management of the corporations.

Alien corporations are corporations of foreign countries. All the corporations are to receive their charters from the state authorities. The charters state all the powers of the corporation.

Many corporations try to receive their charters from the authorities of the State of Delaware, though they operate in other states. They prefer the State of Delaware because the laws are liberal there and the taxation is rather low. Such corporations, which receive their charters from an outside state are called foreign corporations.

All the corporations require a certificate to do business in the state where they prefer to operate.

II. Answer the following questions:

1. What are the forms of companies in the UK and the USA?

2. Are the partnerships in the UK the same as general and limited partnerships in the USA?

3. Are all limited liability companies joint-stock companies in the UK?

4. What is the corporation in the USA?

5. What is a branch of a foreign company in the UK?

6. What can you say about alien corporations in the USA?

7. How are all partnerships and companies registered?

III. Compare the two previous texts on the following types of business in the UK and the USA and their incorporation requirements?

sole trader partnerships limited liability companies (public and private) branches of foreign companies charter, statutes, memorandum, delivered by the company and certificate of incorporation, issued by the Registrar

individual business general and limited partnerships corporations (closed and ordinary) alien corporations charter and certificate, issued by the state authorities

	Speaking Practice

I. Translate the following speech patterns and memorize them:

to agree about smb's goals.

I'd like to clear up.

It's a package of documents ...

an agreement on the establishment of the joint venture

to draft documents as soon as possible

we'll resume our negotiations

it's time to discuss ...

to draft the charter

We want the feasibility study to be prepared ...

No objection.

We'll attend to all these questions in due time.

II. Read and act out the following dialogue.