国际商法课件( English )

Key Terms
Sole proprietorship: 个人独资企业 Partnership: 合伙企业 Limited partnership: 有限合伙 Limited liability partnership: 有限责任合伙 Incorporated company: 股份有限公司 No-liability company: 无限责任公司 Joint venture: 合资企业 Legal Person: 法人
(3) Professional Restrictions (4) Partner by Estoppel Two persons may not be partners, yet in the eyes of a third person they may appear to be partners. If the third person deals with one of the apparent partners, he may be harmed and seek to recover damages from both of the apparent partners.
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I. Introduction
Business organization, also called business enterprise, refers to the economic organization that pursues management activities with its own name with certain scale. There are two kinds of meaning with international business organization: one is the organization pursuing international business activities; and the other is forms of international business organizations.
If people want to commence a business, there’re a number of factors have to be considered, including： 1) The purpose of the business. 2) Its duration. 3) The cost. 4) The taxation. 5) The setting –up procedure. 6) The type of assets required.
d. The debts after a new partner being admitted as the partner of the partnership, the new partner thus will be liable for it. But before the new partner is admitted as the partner, there are three kinds of conditions: the new partner will take joint liability with other partners, such as in France and in Japan; the new partner will not take any liability, such as in England;
3. Important preliminaries (1) Formalities/procedure 1) A partnership agreement lasting for more than one year must be evidenced in writing. 2) Limitations on a partnership. 3) Anti-discrimination and equal opportunity legislation apply to partnership.
Chapter Two Law of Business Organizations
I. Introduction II. Partnership Law III. Law of Corporations IV. Foreign Investment Enterprises in China
2) The nature of the partnership and operation scope of it. 3) The duration. 4) Method and number of capital contributing. 5) Profit distribution and loss taken. 6) Management. 7) Incoming, outgoing and dissolution. 8) Liability for breach of the contract. 9) Other content.
7) Who should be entitled to participate in income distributions. 8) Who should be entitled to participate in capital distributions. 9) Whether the members’ interest should be transferable. 10) The region of the business organization. 11) The function of the member of the business organization.
2. Advantages and Disadvantages of a Partnership The advantages of a partnership can be summarized as below: (1) Informality and inexpensiveness in setting up. (2) Flexibility. (3) Tax.
(2) Liabilities 1) Liabilities of partners in contract and to the Third Party a. The actions that each partner participating in the partnership affairs takes will bind the partnership and other partners. b. The right limit to certain partner cannot resist the third party. c. The tortuous act one partner performs when participating in the management, to which the liability will be undertaken by the partnership.


5. Duties and Liabilities of a Partner (1) Duties 1) Fiduciary duty. This kind of duty includes each partner’s following activities: a. Refraining from business in competition with the partnership, engaging in self-dealing, or usurping partnership opportunities unless copartners consent. b. Holding the duties of loyalty and care. c. Dealing with copartners in good faith. 2) Duty of partners to render information.
(2) Partnership Contract Partnership contract is an agreement between partners concerning to the firm business. The following contents are often included in a partnership contract: 1) The name of the partnership and partners, and the address of them.
For example, David thinks that Wilson, a wealthy person, is a partner of Porter, a poor person. David decides to do business with Porter. If Porter does not perform as agreed, and David can prove that Wilson misled him to believe that Wilson and Porter were partners, he may sue Wilson for damages suffered when Porter failed to perform as agreed.
Memorandum of association/articles of incorporation: 公司章程 By-laws: 附则，内部细则 Board of directors: 董事会 Board of shareholders: 股东会 Debt security: 债券 Force majeure: 不可抗力 Insolvent liquidation: 破产清算 Jurisdiction: 司法权，裁判权，管辖权