Download Porezni 3 Forms of Business Organisation in the US

Lecturer: Miljen Matijašević
e-mail: [email protected]
G10, room 6, Tue 15:30-16:30
Session 8, 9 Dec 2014
1.
Translation practice
2.
Forms of Business Organisation in the US
New powers for national parliaments
For the first time, national parliaments will
have a direct input into the European
decision-making process. Under the Lisbon
Treaty, all proposed EU laws will have to be
sent to national parliaments. Any national
parliaments will have eight weeks to argue
the case if it feels a proposal is not
appropriate for EU level.
Nove ovlasti nacionalnim parlamentima
Po prvi puta nacionalni će parlamenti imati
izravnog utjecaja na europski postupak
donošenja odluka. Prema Lisabonskom
ugovoru svi prijedlozi europskih zakona
morat će biti upućeni nacionalnim
parlamentima. Bilo koji nacionalni parlament
imat će osam tjedana da izloži svoje
argumente ukoliko bude smatrao da prijedlog
nije prikladan za europsku razinu.
If enough national parliaments object, the
proposal can be amended or withdrawn. This
early warning system gives national
parliaments an important role in ensuring
that the EU does not overstep its authority
by involving itself in matters that can best be
dealt with at national, regional or local
level.
Ako dovoljan broj nacionalnih parlamenata
uloži prigovor, prijedlog se može izmijeniti ili
povući. Ovaj sustav ranog upozorenja daje
nacionalnim parlamentima važnu ulogu kako
bi se osiguralo da EU ne prekorači svoje
ovlasti i uključi se u pitanja koja se najbolje
mogu riješiti na nacionalnoj, regionalnoj ili
lokalnoj razini.
Company/corporate law
COMPANY LAW (UK) / CORPORATE LAW (US)
 deals
with the creation and regulation of
business entities
a
business entity - poslovni subjekt
Three main types:
1.
sole proprietor (a.k.a. sole trader)
2.
partnership
3.
limited company
 The
simplest and most common type of
business organisation
 Owned



by one person, who:
has unlimited control over the business
enjoys all the profits
has unlimited liability for debts and losses
 Suitable
for businesses such as self-employed
hairdressers, plumbers, retail shopkeepers,
barristers, translators, etc.
Think of the advantages and disadvantages of
being a sole proprietor!

one person – owner
and manager:




independent decisionmaking
keeps all the profits

unlimited liability for
debts and losses

risks increase if the
business becomes
very successful

hard to raise
substantial capital
simple to set up
few formalities
Advantages
Disadvantages
 association
of two more more persons
(usually up to 20)
 subject to a partnership agreement
 common among accountants, solicitors,
architects, etc.
a
simple partnership – not a legal person
 May
regulate the following:

duration of the partnership

its name and business

the manner of sharing profits, losses and costs

capital contribution

joining and leaving the partnership

restrictions imposed on the partners

etc.



profits distributed
capable to raise and
utilize more capital

brings together
people with different
skills
limited freedom and
decision-making
power

certain disadvantages
in comparison with a
limited company
Advantages
Disadvantages
Limited company (UK) / Corporation (US)
 An
artificial person created under law and
empowered to achieve a specific purpose
A
legal entity (pravni subjekt) which can own
property, enter into contracts, sue and be
sued – an identity separate from its
shareholders
 Some





characteristics:
perpetual life (perpetual succession)
limited liability
transferability of shares
access to capital
professional management
 usually
starts out as a Private Limited
Company (Ltd.)
 Needs
to be registered – gets a registered
number (reg.no.) and Certificate of
Incorporation (UK)
 This
is called: company registration (UK) or
incorporation (US)
 Constitutional

Memorandum of association


documents:
states the principal objects (purposes) of the company
Articles of association (statut društva)



sets out the relationship between the company and its
shareholders
limited liability
issue of new shares
A
company has:
 shareholders
a
Board of Directors (managers of the
company’s operations)
 creditors (those to whom the company owes
money)
 if
a private limited company needs to
raise capital in order to expand its
business, enter into a major project, it
can decide to:

borrow money from an investment bank



subject to payment of interest, whose rate
depends on the risks involved
raise capital by selling shares in a private sale
to an investor
raise capital by selling shares on the stock
market
 if
a company issues shares and puts them on
the stock market, we say that it is a publicly
listed company and is referred to as a public
limited company (plc)
 it
issues a prospectus*, offering a public sale
of its shares, listing them at a stock
exchange** (e.g. FTSE – the London Stock
Exchange)
*prospekt, javni poziv na kupnju dionica
**burza dionica, vrijednosnih papira; stock market – tržište vrijednosnih
papira

the company is run by the Board of Directors

the Board is accountable to the shareholders,
although the Board decides how to distribute
profits

they can decide to pay a dividend to the
shareholders, or re-invest the profits into the
business

a dividend is a proportion of the profits paid to
the shareholders
 PLCs
hold Annual General Meetings (AGM)
where the performance of the company in
the previous year is presented, as well as
plans and strategies for the future
 an
Annual Report is produced and submitted
to the shareholders
 members
of the Board of Directors may
submit themselves for re-election by the
shareholders

limited liability, i.e. no
personal liability of the
shareholders

perpetual life

can sell shares, easier to
raise capital

ease of transfer
Advantages

more complicated
and expensive to set
up

lots of formalities
Disadvantages
sole proprietor/trader
transferability of shares
partnership
perpetual life
limited company
private limited
corporation
legal entity
unlimited liability
partnership agreement
company
company registration
registered number
articles of association
stock market
public limited company
listed company
prospectus
shareholder
Board of Directors
stock exchange
accountability
AGM
annual report
dividend
Thank you for your attention!