Открыть Электронные книги
Категории
Открыть Аудиокниги
Категории
Открыть Журналы
Категории
Открыть Документы
Категории
Vocabulary
authorization n 1 ; 2
balance sheet n
bylaw n ;
capital gain n ; pl
cease v
collateral adj
investment (trust) company . : ,
, ,
.
.
sister company (
)
conform n
constitute v
continuity n ,
corporate body n
debenture n ,
duty of care n
entity n ,
corporate entity ,
legal entity 1 ; 2 ; syn. legal person
equity n 1 ; 2 ; 3
; 4 ; ()
equities
fiduciary duty n , ;
flexibility n
gains n ,
interest n ()
interest in a business
interest in profits
issuance n
lift the veil
liquidator (, )
nominal value of the shares ;
;
perpetrate fraud v /
perpetual adj
preclude n
profit- and- loss account n
promoter v ()
proprietor n
proxy n ;
receiver n ( ); official receiver
reduce v ;
Registrar of Companies
reluctant adj
securities n ;
share n
ordinary share
stock n . , ; ; . ;
;
stockholder n . ;
trader n 1 ; 2
Text
Introduction to Company Law
This text provides an introduction to the key terms used when talking about
companies as legal entities, how they are formed and how they are managed. It
also covers the legal duties of company directors and the courts role in policing
them.
1 Read the text quickly, then match these phrases (a-f) with the paragraphs
(1-6).
1 5
(US) corporation (US) bylaws
2 6
(US) pierce (US) annual meetings of the shareholders
3 7
(US) generally no official certificate is issued; (US) special meetings of the shareholders
companies are formed upon the filing of the
8
articles/certificate of incorporation (see footnote 4) (US) financial statements
9
4
(US) articles of incorporation or certificate of (US) profit-and-loss statement or income statement
incorporation 10
(US) stock dividend
11
(US) cash dividend
4. What is a partnership?
Vocabulary exercises
I. Complete the following sentences by translating the phrases into E.
2. Memorandum of association states the object of the company and the details of
its authorized capital.
3. The main duties owed by directors are duty of care and fiduciary duty.
III. Match each verb (1-5) with the noun in collocates with (a-e).
1. violate a affairs
2. call b representation
3. overturn c a meeting
4. gain d a decision
5. conduct e a law
Check your answers
Most companies are private and recognised by the Ltd. in their title.
Public limited companies are recognised by the pic in their title.
A private limited company restricts the right to transfer its shares, limits its
members to fifty (but minimum of two), and must not invite the public to subscribe
for its shares and debentures.
A public limited company can offer its shares and debentures to the public;
there is no restriction to transfer the shares to other persons. There is no limit to the
total number of its members except that there must be at least seven.
Manufacturing and most services are private limited companies: banks,
insurance companies, hotels etc. Airlines and private utilities are also in this
category. When state-owned utilities (gas, electricity, water and telecoms) are
privatized they are usually created as public limited companies.
14. How many members are there in each type of business organizations?
15. What business activity is typical for each type of business organizations?
Vocabulary exercises
I. Make the following sentences complete by translating the phrases in
brackets.
1. A limited liability company is legal entity, and its liability is limited by nominal
value of shares.
2. A public limited company can offer its shares and debentures to the public.
3. Shareholders own shares and receive share certificate which confirms
ownership of the shares.
6. Subsidiaries of the same holding are also called affiliate, sister or daughter
company.
II. Find the following E word combinations and translate them into Russian.
1. statutory forms
3. raise money
4. capital interest
5. bring profit
8. state-owned unilities
9. invest money
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
6. some architects and two owners of small construction firms who have decided to
join in a perspective development business.
IV. Complete the text using the phrases from the box.
2. The court may lift the corporate veil and subject the shareholders to
______________.
1. criminal liability 2. corporate liability 3. personal liability
5. ______________ means the director must act in the best interests of the
company.
1. fiduciary duty 2. duty of care 3. duty of fidelity
7. The auditors do not owe a duty to the company as a legal entity, but to
______________ .
1. officers 2. shareholders 3. board of directors
1 2, 2 3, 3 1, 4 2, 5 1, 6 3, 7 2, 8 2, 9 1, 10 3.
Test 1. Business organizations in the UK
Chose the correct version to complete the sentences.
2. A private limited company restricts the right to transfer its shares, limits its
members to ______________ .
1. fifty (but minimum to two) 2. at least 7 3. one hundred
3.The limited liability company is a legal entity and its liability is limited by the
______________.
1. ammount of capital 2. resolution of the general meaning
3. nominal value of shares
5. The shareholders do not own the company but they own the shares and control
business by ______________.
10. The companies whose share capital is in the holding are called
______________.
1 2, 2 1, 3 3, 4 2, 5 3, 6 2, 7 2, 8 1, 9 1, 10 2.
Unit 3. Types of BO in the USA
Vocabulary
sole proprietorship
general partnership
limited partnership
non-profit corporation
enterprise n.
statutory requirement
statutory authorization
charter n. ,
income tax
net profits
association n. ,
corporate law ,
close corporation
nonprofit corporation ,
Text
Business Organizations in the USA
5. What is a partnership?
9. What is corporation?
2) unlimited liability.
Vocabulary exercises
I. Find in the text below E equivalents for the following words and
expressions.
1
, 2, 3 ,
4
, 5, 6 ,
7
, 8
Sole proprietorship
In this form, the owner is the business. Sole proprietorships are very
common constitute over two-thirds of all American businesses. They are also
usually small enterprises. Sole proprietors can own and manage any types of
business from home-office undertaking to a huge restaurant or construction firm. A
major advantage of sole proprietorship is that the proprietor receives all the profits
(because he/she takes all the risks). It is easier and less costly to start sole
proprietorship. The sole proprietor is free to make any decision. He/she pays only
personal income taxes on profit. But the major disadvantage of the sole
proprietorship is that the proprietor alone, as sole owner, bears the burden of any
losses or liabilities.
Check your answers
1. the burden
2. the owner
3. home-office undertaking
4. small enterprises
5. the profits
6. income taxes on profit
7. manage business
8. takes all the risks
II. Complete the following text by using an appropriate word or phrase from the
box.
income general partners limited liability management
joint undertaking carry on business statute shared
agreement
General partnership
A partnership is a 1) ______________ that is created by 2) ______________,
written or not, between two or more persons to 3) carry on business for profit.
Partners take part in the 4) ______________ of the business. Partner`s profit is
taxed as individual 5) ______________.
Limited partnership
A special and popular form of partnership, which consists of at least one or more 6)
______________and one or more limited partners. General partners have all rights
in management, limited partner has no right in management. Profits are 7)
______________ according to the agreement. The advantage of becoming a
limited partner is 8) ______________. Unlike the general partnership, the limited
partnership is created by 9) ______________.
Check your answers
1) joint undertaking
2) agreement
3) carry on business
4) management
5) income
6) general partners
7) shared
8) limited liability
9) statute
public placement
,
private placement ;
join-stock company
branch office
subsidiary n.
branch n. ,
legal entity
leeway n.
Text
Russian law offers the following forms of businesses:
- Limited liability company ();
- Privately held, closed joint-stock company (ZAO ();
- Publicly held, open joint-stock company ();
- Partnerships - general and limited;
- Individual private entrepreneur ();
- Representative or branch office of a foreign company.
Branch offices and accredited representative offices are both legally distinct
from Russian corporations, which may be established by foreign firms either as
joint-stock companies with partial Russian ownership, or as wholly-owned
subsidiaries of the foreign firm. Foreign ownership can be as high as 100 percent,
except in certain sectors. For example, foreign stakes are restricted to 25 percent at
defense-related enterprises.
Branch Offices
In Russian terminology, branches are not considered independent legal
entities, though they can negotiate, market or provide other business support on
behalf of firms based outside Russia. However, they can not technically generate a
profit on their operations in Russia. Setting up a branch may be worthwhile if a
foreign company has started to pursue business in Russia and is exploring
opportunities. Many large US firms originally began their Russian operations as
locally established branches. The US firms should not use the term branch with
registration authorities if the purpose is to register as a company. Branches could
be accredited from a one to five-year term.
Accredited Representative Offices
Like branches, accredited representative offices are not independent legal
entities and can hot earn profit in Russia. Advantages of an accredited office
include annual (rather than monthly) reporting requirement for some activities
(including some tax payments), and greater leeway in issuing invitations for the
US partners to visit Russia on business visas. Up to five foreign employees may
work with an accredited office of a foreign company. Offices are usually accredited
for one to three years term.
2. ______________ ( ) may
become company members.
6. The basic distinction is that open joint-stock companies may only carry out
. .
5. Closed joint-stock companies may only carry out private placement of shares.
6. The basic distinction is that open joint-stock companies may only carry out
public and private placement of shares.
III. Find the E equivalents in the text and match them with the R equivalents.
1. pursue business 1.
2. earn profit 2.
3. report requirement 3.
5. define a name 5.
1 c, 2 d, 3 a, 4 b, 5 f, 6 e.
IV. Complete the text using the expressions from the box.
five-year term business support generate a profit
pursue business registration authorities legal entities locally established
Branch Offices
In Russian terminology, branches are not considered independent 1)
______________, though they can negotiate, market or provide other 2)
______________ on behalf of firms based outside Russia. However, they can not
3) ______________ on their operations in Russia. Setting up a branch may be
worthwhile if a foreign company has started 4) ______________ in Russia and is
exploring opportunities/Many large US firms originally began their Russian
operations as 5) ______________ branches. The US firms should not use the term
branch with 6) ______________ if the purpose is to register as a company.
Branches could be accredited from a one to 7) ______________.
Check your answers
1. legal entities
2. business support
3. generate a profit
4. pursue business
5. locally established
6. registration authorities
7. five-year term
Test 2. Types of BO in the USA
Chose the correct version to complete the sentences.
2. ______________ must have one or more general partners and one or more
limited partners.
1. limited liability company 2. joint venture 3. limited partnership
4. Limited partners who have ______________ and do not share the management.
1. limited liability 2. unlimited liability 3. the right of ownership
10. Under a general partnership each partner is liable for all ______________ of
the business.
1. debts 2. insolvency 3. investments
1 2, 2 3, 3 2, 4 1, 5 2, 6 3 , 7 1, 8 3, 9 2, 10 1.
Test 2. Types of BO in Russia
Chose the correct version to complete the sentences.
1 2, 2 1, 3 2, 4 1, 5 2, 6 1, 7 2, 8 1, 9 1, 10 2.