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Bus. Orgs. Notes

Bus. Orgs. Notes - Bus Orgs-N.Y has essentially adopted the...

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Bus. Orgs. 8/20/07 -N.Y. has essentially adopted the 1914 uniform act, but they have changed the numbers around. -Study Aids- If you want everything you need two different books. Foundation series- Concepts and Insights. Good at helping you pull concepts together as you work on outlines. Agencies and LLCS, and corporations. One narrow concept that you do not understand or you want to practice then get Examples and Explanation series. They are split into agencies and LLCS, and corporations. Hamilton and Booth- basic business concepts. This is not a law study aid, it is a business study aid. -No midterm. Instead there will be old exam questions from last year that focus on partnership law and you may take it like a practice exam and a class will be set aside to go over it. -Most of the law of business organizations is in many ways a variation on the laws of contracts, particularly offers, etc.. It is really just a set of default contract provisions. Partnership law provides default provisions incase the parties do not set it up properly. -There is a fundamental difference b/t this and contracts though. Contracts is more like transactional law, whereby two or more entities agree to exchange goods and services for money, something of value. That is the focus of contracts or commercial transactions. -This semester our focus is on the transactors instead of the transactions. The entities that are engaging in a transaction. Anyone who is engaging in a transaction with the expectation of making a profit. Each has some sort of a distinct legal identity. It is important to know how to distinguish b/t the different organizations and the different features of them. We focus on notions of business organizations for profit. -Why do you care if the organization makes a profit? -The single common element is that whomever invests in a business does it to make a financial return. There are lots of different ways that parties can invest, and lots of ways that they can make returns. You can spend your return or you can invest it in hopes of getting more. -We want to encourage investments and facilitate them. -Does anything need to be filed with the state to set up a business organization? -You do not have to set anything up in Sole Proprietorships or partnerships. Like a lemonade stand. If you make money on it, you do not need to file a business tax return b/c it is just individual gains and goes on your individual tax return. -Sole proprietorships are not governed by statute, they are common law contracts. -It is nothing more than an individual engaging in commerce. -Partnership -As long as two or more expect to make a profit, it is a partnership. You do not need to file anything with the state. -One can have a partnership without writing, magic words, filing anything with the state, etc., HOWEVER, it is not governed by common law. It is governed by a statute. There is a statutory body of law unlike sole proprietorship. Every state has one.
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-They are not primarily mandatory provisions, they are mainly defaults provisions. You can overcome a lot of the defaults if they are dealt with
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