商法 outcome 3

一.1. The type of company in case is sole trader.2. 定义A sole trader is a business owned by one person. The owner can operate business on his or her own, or can employ others and/or go into partnership with others. Most business starts this way. A sole trade is not a company, and neither is a partnership.3. 分析优缺点。

Advantages:This type of business is quick and easy to set up, no registration is needed;The owner can run the business as the owner wishes;The owner can quickly and easily adapt to changes in market supply or demand;The owner can close down easily when business is not operating as envisaged (assuming no debts/liabilities);Accounts are fairly straightforward;In some instances individuals work from home thus minimising running costs. Disadvantages:The owner must undertake most of the work and has sole responsibility for the business;The owner is liable for all of the debts of the business and therefore must pay all the bills. He/she has unlimited liability for the debts of the business.The owner may even has to sell their own possessions in order to pay the accounts if the business gets into trouble;It can be the case that, because some sole traders operate on a very informal basis, private matters of the owner can become indistinguishable from those of the business.4. In this case, xx’s enterprise form is belong to sole trader. So xx have the responsibilities and rights. For example, the owner makes all the decisions on how to manage his/her business.责任。

raising money for the business out of his/her own assets and/or with loans from bank or other lenders. The owner has to make an annual self assessment tax return to HM Revenue & Customer; must also keep records showing his/her business income and expense. Any profits go to the owner, As a sole trader, the owner is personally responsible for any debts run up by his/her business. The owner must undertake most of the work and has sole responsibility for the business. And it is liable for all of the debts of the business and therefore must pay all the bills and unlimited liability for the debts of the business.二.1. xx and yy’ form of business is belong to partnership.2. 定义。

Partnership have two types: traditional partnership and limited liability partnership Definition of a traditional PartnershipA traditional partnership is a relationship which subsists between two or more people carrying ona business in common with a view to profit.3.优点The partnership share workload and responsibility. They contribute different skillsShare all debts. Partnership can expand if necessary。

缺点：There must be agreement from all partners on business decisions。

Profits shared between all partners。

Responsibility for actions of fellow partners may become problematic。

P177.1784. 责任和权利In this case, xx’s enterprise form is belong to partnership. In a partnership, each partner will contribute something to the business whether it be a skill or merely capital investment. Parnters are agents for the partnership and thus an individual partner can bind the partnership to a contract. However partners in the traditional partnership do not enjoy any protection if thebusiness failed. The Partnership Act 1890 states that a partnership is a legal person separate from the partners. This means that the partnership can be sued or can sue. Each partner takes a share of profits. Partners usually manage the business though they can delegate responsibilities to employees; raise money for the business out of their own assets, and/or with loans. It is possible to have sleeping partners who contribute money but are not involved in running business. Each individual partner must make annual self-assessment returns to HM revenue & Customs. Each partner takes a share of profits. Creditors of a partnership will firstly go to the partnership for payment. If the partnership can not pay these debts, then the individual partners will be personally liable for the partnership debts. Partners in Scotland are both jointly and severally liable for paying off the debts. The partners in a partnership have unlimited liability for the debts or obligations owned by business. In most forms of partnerships, each partner shares in the decision-making, takes a share of the profits and has personal liability of the debts incurred by the business.三.1. A form of incorporation that limits the amount of liability undertaken by the company's shareholders. The naming convention for this type of corporate structure is commonly used in the United Kingdom. It is commonly known as a limited liability company (LLC) in the United States and other parts of the world.2. 两个类型p1873.优点:1.A company enters into contracts in its own name, it can sue and be sued in its own name; Limited liability.2.A company is liable for its own debts. If a company fails, the liability of the shareholders is limited to the values of shares they hold;3.A company owns its own property and Assets;4. A company has perpetual succession, irrespective of the fate of shareholders. Changes in the ownership of company do not affect the running;5. The management of a company is separated from its ownership;8. The shareholders need not be involved in running the company.10.one of the advantage of alimited company is the veil of incorporation. Macaura v Northern Life Assurance (1925)Facts: Macaura owned a forest. He formed a company in which he beneficially owned all the shares and sold his forest to it. He however, continued to maintain an insurance policy on the forest in his own name. the forest was destroyed by fire.Held: He could not claim on the policy since the property damaged belonged to the company, not him, and as shareholder he had no insurable interest in the forest.缺点。