The eLearning Center for Gatlin Education Services

This course provides the student with a basic understanding of business organizations. Corporations, partnerships, sole proprietorships, as well as LLP''s and LLC's, are compared and contrasted. Students form a theoretical corporation, and prepare a number of documents including Articles of Incorporation, Partnership Agreement, By-laws, Minutes, and Shareholder's Agreements.

Objectives:

• Describe the advantages and disadvantages of different forms of business entities.
• Apply knowledge of business organizations to recommend entity formation which would be most advantageous in hypothetical client situations.
• Understand the application of the individual laws which regulate the particular business entities.
• Distinguish the structure, management and operation of different business entities.
• Recognize the documents needed to create distinct business entities

Supplementary Course Documents:

• Choosing the Entity
• Direct Comparisons
• Liability Considerations
• Ease of Doing Business
• Transferability of Interests
• Continuity of Existence
• Management and Control
• Capitalization Issues
• Entity Level Taxes
• Profit Allocations
• Expenses of Organization and Doing Business
• Management Incentives
• Jurisdiction of Organization
• Specific Situations
• Wealth of Investors v Value of Entity
• Number and Type of Owners
• Actively Managed Business
• Real Estates
• Structured Finance Transactions
• Professionals
• International Transactions
• Family Ownership
• Not-For-Profit Organizations
• Changing the Form of Entity
• The Law of Corporations
• A Closer Look
• Existence of Corporation
• Public Corporations v. Closely Held Corporations
• The Closely Held Corporation
• The Public Corporation
• Piercing the Corporate Veil
• Financing of the Corporation
• Shareholders’ Meetings and Votes
• Election of Directors
• Officers
• Share Transfer Restrictions
• Establishing the Purchase Price
• Life Insurance
• Executive Compensation
• Conflicts of Interest
• Corporate Distributions, Dividends and Redemptions
• Forming the Corporation
• First Steps
• The By-Laws
• The Corporate Seal
• Organizational Meetings
• Pre-Incorporation Transactions
• The Corporate Promoter
• The Pre-Incorporation Agreement
• Inspection of Books and Records
• The Business Form Chart
• Audio Lectures (MP3 Format)
• Cases
• Gutrich v. Cogswell
• Clark v. America’s Favorite Chicken Company
• Article
• Tax Considerations for Small Business Entities

Discussion Topics

Week 1:

• Differences Between Joint Venture and General Partnership
• Additional Discussion Topic TBA

Week 2:

• Limited Liability v. General Partnership
• Additional Discussion Topic TBA

Week 3:

• Corporate Formation
• Additional Discussion Topic TBA

Week 4:

• Choosing a Form of Business
• Additional Discussion Topic TBA

Practical Assignment (required):

The Practical Assignment is due by the end of Week Three.

Optional practical assignments are also available for extra credit.

Quizzes and Tests

All students are required to take a final test during the final week of the course. Tests are administered in the online classroom, and all answers must be submitted by the last day of class.

Grading:

Grading is calculated as follows:

Quiz	50% of final grade
Practical Assignments	35% of final grade
Participation on Discussion Boards	15% of final grade
	100% Total

Course Topics:

Week 1:

• The Alternatives; an Overview
• Sole Proprietorship
• Partnership
• Corporation
• Limited Liability Company
• Making the Right Choice—Which Business Entity to Choose?
• Formalities
• Management
• Ownership Restrictions
• Taxation
• Liability
• Sole Proprietorship: One Person Operation
• Formation
• Management
• Liability
• Taxation
• Termination

Week 2:

• General Partnerships
• Partnership Characteristics
• Partnership Forms
• Formation
• Agency
• Management
• Fiduciary Duties
• Liability
• Partnership Property
• Taxation Considerations
• Partnership Agreement
• Termination 
• Limited Partnerships
• Status
• Formation
• Liability
• Taxation Considerations
• Changes in Partnership Associations
• Termination
• Agreement 
• Limited Liability Partnerships:  Managers Without Liability
• Liability
• Formation
• Taxation Considerations
• Termination

Week 3: 

• Corporations
• Characteristics
• Disadvantages
• Powers
• Forms
• Formation of the Corporation
• Pre-incorporation Considerations
• Pre-incorporation Document Preparation
• Post-incorporation Procedures
• Defective Incorporation Doctrines
• Taxation Considerations 

Week 4:

• Corporate Organizational Structure
• Shareholders:  Corporate Owners
• Shareholders’ Rights
• Shareholders’ Liability
• Directors:  Corporate Policy Makers
• Election of Directors
• Directors’ Duties
• Officers:  Corporate Managers
• Appointment and Removal of Officers
• Officers’ Duties
• Agency 
• Limited Liability Companies
• LLC:  Corporate Liability with Partnership Taxation
• Formation
• Taxation Considerations of the LLC
• Management of the LLC
• Termination