BLAW211 EXAM QUESTIONS WITH 100% CORRECT ANSWERS GRADED A+
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Course
BLAW211
Institution
BLAW211
BLAW211 EXAM QUESTIONS WITH 100% CORRECT ANSWERS GRADED A+
Management of Partnership - Answer-Each partner has a direct and equal voice in management unless expressly agreed otherwise in the partnership agreement
no right to renumeration admission requires consent
fiduciary duties of partners...
BLAW211 EXAM QUESTIONS WITH 100%
CORRECT ANSWERS GRADED A+
Management of Partnership - Answer-Each partner has a direct and equal voice in
management unless expressly agreed otherwise in the partnership agreement
no right to renumeration
admission requires consent
fiduciary duties of partnership - Answer-- full disclosure
-must not make a private profit
-duty may continue after you leave firm
Duration of Liability - Answer-new partner not liable for old debts , vice versa
no effects on third parties
Tort Liability - Answer-a liability for an injury or wrongdoing by one person to another
resulting from a breach of legal duty.
general vs limited partners - Answer-General Partner
A person who assumes full or shared responsibility for operating a business - jointly
severally liable - may or may not invest in the limited partnership
Limited Partner
A person who invests money in a business but has no management responsibility or
responsibility or liability for losses beyond the amount he or she invested in the
partnership
Advantages of Limited Partnership - Answer--Liability of limited partner(s) limited to
investment
-Limited partners do not participate in management, and therefore, this may be
attractive for certain types of ventures - confidential
-Business losses qualify for tax deduction and flow through to partners
-unregistered
Formation of a company - Answer--reserve name
-register
-directors and shareholders sign consent
- certificate of incorporation issues
History of the company in NZ - Answer-companies act 1955
companies act 1993
- originally followed England
-share market crash
-changed to North American model
, Solvency Test - Answer-1) the corp is or would after the payment be able to pay its
liabilities?
2) Balance Sheet: Is the realized value of your assets greater than your liabilities, plus
the stated capital of all your outstanding shares.
Stated Capital - could the company buy back it's shares at the cost of the shares?
protection for shareholders and creditors
Minority shareholders / prejudiced shareholders - Answer-A particular shareholder or
block of shareholders holding a small proportion of a company's outstanding shares,
resulting in a limited ability to exercise control in voting activities.
quasi partnership - Answer-
remedies for shareholders - Answer-- order to acquire shares
- compensation
- regulating future conduct
altering constitution
- receivership
- rectification of records
- liquidation
- setting aside action
what transactions can require a company to buy minority shareholders shares - Answer-
-major transactions
-amalgamation
-certain changes to company constitution
-change in shareholders rights
shareholders buy out rights - Answer-- altering constitution
- entering major transaction
- undertaking amalgamation
- altering the class rights attached to minority shareholders shares
What is it referred to when company has its own rights and liabilities? - Answer-the
corporate veil
limited liability of shareholders : two aspects - Answer-- liability to agreed contributed
capital
- liability for company obligation to outsiders (amounts unpaid on shares, directors can
be liable for breach of duties)
How does a company deal with the outside world? - Answer-through individuals -
directors and employees
- they bind the company if they act with an authority
current corporate capacities - Answer-- full capacity to carry on or undertake any
business or active, to do any act or enter any transaction
- full capacity , rights and privileges
- less descriptive, fewer rules, greater freedom
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