Business Structures についてまとめ その2

こんにちは やっとBusiness Structures のまとめが終わりました。。。しんどかった まとめながら思ったのですが、商法をやっていれば日本語訳をみればわかる範囲 商法をやっていないと、そこからまた日本語の意味を調べるという手間がかかるのですね~。

ただ、このChapterは「知ってるか知らないかの問題」 とにかく頭に叩き込めば得点源になると思います。なので、定義や言葉の意味をただひたすら書いてみました。そして後は常識問題と思えば、単に定義や意味を問われてる以外の問題にも対応できるのかな。 ご参考にしてください。前回のまとめの部分も一緒に載せておきました~

[Business Structures]

■Limited liability company


Federal Taxation

Single member – Individual

Taxed as a proprietorship

Single member – Corporation

Taxed as a division of a corporation

Multiple members

taxed as a partnership

*Admits a new member → Taxed as partnership

■Limited liability company – operating agreement

Limited liability company (LLC) members commonly enter into what is known as an operating agreement, company agreement, or regulation. This is a private contract between  the members which generally outlines how they will conduct the business and what rights each member in the company may have in the event a member leaves the company.

■Apparent authority(表見的権限) – Definition

Apparent authority arises in situations where  a third party could reasonably believe the principal (partnership) has authorized the actions of the agent (partner). The actions of a partner which are apparently for the carrying on of the partnership’s business in the usual way, such as  the sale of goods, even through not actually authorized, still will bind the partnership if the third party does not know of the partner’s lack of actual authority.

■Limited partnership

The certificate must include;

  1. the limited partnership’s name

  2. the address of the partnership’s registered office and the name and business address of its agent for service of process

  3. the name and business address of each general partner

  4. its mailing address

  5. the latest date on which the limited partnership is to dissolve

  • ”the limited partners’ names and  business addresses” are not required

■Novation (更改) – Definition


■By-laws – Definition

Bylaws are the rules that govern the internal operations of a corporation. Given the specific nature of the purchase contract, it most likely would  be addressed explicitly in the bylaws, which are the most detailed to the listed documents that award authority to officers.

■Cumulative voting – Definition

Cumulative voting is designed to allow minority shareholders to gain representation on the board of derectors. Each shareholder receives votes equal to the number of his or her shares times the number of directors, and then can vote all of his or her votes for one director.



■Pre-emptive rights(先買権)

Pre-emptive rights give shareholders the right of first refusal to any new issues of stock in proportion to their existing holdings so as to maintain their percentage ownership and level of control.



“ Stockholder to dissent from the action and obtain payment of the fair value of her/his shares”


■Respondeat superior(代位責任、監督責任) – Definition

The doctrine under a corporation is made liable for the torts of its employees, committed within the scope of their employment.

■Ultra vires (権限外の行為) – Definition

The doctrine of ultra vires states that a corporation may not act or contract in any way that is not authorized either expressly or implied by state statute, the articles of incorporation, or the bylaws. If an action or contract is ultra vires, it is void or unenforceable under common law. However, in most jurisdictions today, the doctrine may be raised by a shareholder, but it may not be raised by either the corporation or a third party to nullify an action or contract.

■Pierces the corporate veil (法人格否認)

Piercing the corporate veil means to disregard shareholders’ general shield from personal liability for corporate debts. This occurs when the court desires to hold shareholders liable along with officers and directors.

■Illegal distribution

The liability of a shareholder generally is limited to his or her capita investment. A shareholder who receives illegally declared devidends,  knowingly or unknowingly, is liable for repayment of the devidend amount to an insolvent corporation.

■Derivative suit (株主代表訴訟)

A derivative suit occurs when stockholders sue for the benefit of the corporation; any recovery is paid to the corporation. 株主の不利益のためには株主代表訴訟は行われない、会社の不利益のため。