商法导论_outcome_3答案

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 converting it into a partnership or some other form of corporate body. ④ (in any case), A business expansion requiring a major injection of capital might entail a loss of control over the business because new members who are a source of new finance will almost certainly demand a say in the running of the business. 以上优、缺点各选两个答即可

Case Study 2 Question 1

What are the main differences between a traditional partnership and a limited liability partnership (LLP)? Partnership Unincorporated body

Partners have unlimited liability in respect of partnership debts

No need to be registered with registrar of companies and no need to supply formal documents

Regulated by Partnership Act 1890 LLP

Corporate body

Members enjoy limited liability in respect of LLP debts

Must be registered with the registrar of companies and certain documents must be supplied

Regulated by LLP Act 2000

Question 2

What are the main advantages for an existing partnership when it changes to a limited liability partnership?

① The reason why many traditional partnerships try to translate to LLP is that the members can enjoy the limited responsibilities.

② Further more, under the conditions of losing of privacy and greatering external regulation for the members, lots of traditional partnerships definitely hope to translate to LLP.(because of LLP?)

Question 3

What is the nature of the legal relationship between partners in firm and members of a LLP?

① There exist a fiduciary relationship in law relationship between company and partners.

② 举例说明公司与成员之间的忠实关系 Pillans Brothers v Pillans [1908]