国际商法 business organization.ppt

* * Chapter2 Law of Business Organization What is business organization? What forms does business organization have? Partnership Law Definition Nature of Partnership agreement between partners concerning to the firm business contract individuals, partnerships,corporation and associations person trade, occupation, profession business the relation which subsists between persons carrying on a business in common with a view of profit Partner ship Rights , Duties and Liabilities 1.Liabilities of partners in contract 2. Liability of partners for wrongs 3.Liability of incoming partner Fiduciary duty Render information 1.Management 2.Share in the profits and surplus 3.Inspect related materials 4. Property rights Liabilities Duties Rights Dissolution and winding up of partnership Dissolution is the ending up of a partnership. Winding up(liquidation) is a process where the partners, or administrator assume control of the partnership to liquidate the assets, settle accounts, dispose of its business, distribute the net assets to creditors and any surplus to the proprietors. Reasons for Dissolution A. Nonwrongful Dissolution 1.By retirement of a partner where the Firm is of no fixed duration. 2.By completion of the agreed period or venture. Tip:The partners can at any time unanimously agree to dissolve a partnership. All that is necessary is for a partner to notify the other partners. B.Wrongful Dissolution 1.By a partner excercising the power to dissolve when he does not possess the right 2.By partners’ refusal to carry out their obligation under a partnership agreement 3.By a partner’s failure to pay his partnership contribution or refusal to furnish the services agreed on Tip: A partner who wrongfully dissolves loses the right to demand a winding up and liquidation. C.Automatic Dissolution 1.By death or bankruptcy 2.By unlawfully carrying out the business. 3.By a partner losing her license to practice the profession or carry