商法导论笔记.pdf

NB: 这些是老师课堂上的笔记，若有缺失之处请见谅！若还没有笔记的同学就赶紧复制走并 把中文的地方翻译成英文。 祝大家本学期最后一次商法考试圆满成功！ 若有疑问可咨询！ 谢 谢合作！完整版答案已有！ Case Study 1 Questions: 1. List the main business organizations recognized by Scots Law. 2. Given the fact that Lisa will be running the business herself and, for the time being, she is unlikely to be employing anyone, how would you classify her business? 3. Identify two advantages and two disadvantages of the type of business organization run by Lisa Case Question 1 The main business organizations recognized by Scots Law are: Sole trader Partnership Limited liability Private company Public company Question 2 ① Lisa is running a very small business, so the most appropriate form of organization is sole trader. ② According to the Companies Regulation 1992, Lisa ’s organization form does not fit for the condition of private company; such a private company is limited by shares or by guarantee and need only have on member. ③ As a result, we can judge that the organization form of Lisa ’s company is sole trader. Question 3 Advantages: ① very basic legal requirements to comply with ② Total control over his/her business and does not have to take into account the opinions of any shareholders. ③ It is the simplest form of business organization recognized by Scots Law ④ A sole trader is to all intents and purposes to be regarded as a self-employed person. Disadvantages: ① A sole trader may find it difficult to fund an expansion of the business because she/he can not offer shares to other parties in order to raise funds.( 筹集资金 ) ② If the business fail, the sole trader is said to have unlimited liability for any debts or obligations owed to third parties. ③ The inclusion of new partners would force a change in the nature of business, operation by converti