法律英语Lesson12 Corporation Law.ppt

法律英语 Lesson Twelve Corporation Law Background Model Business Corporation Act 标准商务公司条例（1984年） The Model Business Corporation Act (MBCA) is a model act originally developed by the American Bar Association (ABA) in the 1980's to encourage uniformity within the corporation laws of each US state. The MBCA is not a law, but is only a guide for state governments. 公司的分类 Public Corporation, private Corporation Corporation sole, Corporation aggregate Parent Corporation, subsidiary Corporation, brother Corporation Profit Corporation, Nonprofit Corporation Publicly hold Corporation, Closely Held Corporation Joint Venture Corporation, Shell Corporation Part 1: Introduction Three main business organization: There is no single code or statute that governs the U.S. law of business enterprises. 美国没有单一法典或法规规制商务企业法。 The corporation laws of each states are similar but not identical. 各州的公司法相似但不相同。 A listing of law Close corporation laws 内部持股公司法 Authorize corporation to designate themselves as close corporations Such corporations are required to restrict the number and the identity of their shareholders 要限定其股东的人数和身份。 Close corporation a corporation which is permitted by state law to operate more informally than most corporations (allowing decisions without meetings of the board of directors) and has only a limited number of shareholders. / Partnerships Uniform Partnership Act of 1916 统一合伙条例 Revised Uniform Limited Partnership Act of 1976 统一有限合伙修订条例 Corporation Codes No uniform law Individual state’s business corporation acts Such acts provide the procedure for formation and decision 规定公司形成和决策的程序 Model Business Corporation Acts of 1984 标准商务公司条例 Is followed by only half of the states 只有一半的州采纳 An enterprise does not have to incorporate under the corporations code of the state in which it operates. 企业不一定按其从事经营的州的法律组建。 The internal law of the corporation is governed by the statutes and case law of the state of incorporation.公司内部法由组建州的制定法和成文法管制； Internal matters of the corporation a