LEGA 2180 - Business Associations

Credit Hours: 2.00

Objectives: The student will:

1. Identify common and distinguishing characteristics of Michigan business entities.
2. Identify what documents, if any, must be filed to form and operate a Michigan business entity.
3. Identify the ways in which partnerships differ.
4. Describe how Michigan business entities are formed.
5. Summarize how the Uniform Partnership Act “fills in the gaps” with respect to partnership agreements.

Outcome 2: Upon successful completion of this course, students will be able to explain the legal requirements to operate Michigan business entities.

Objectives: The student will:

1. Organize a list of business entities according to ease of formation and to transferring ownership.
2. Describe the differences between the various business entities with respect to what events will cause dissolution.
3. Obtain appropriate business forms, including tax forms and Articles of Organization regarding a fictitious client.
4. Locate an index of the Acts governing partnerships, limited liability companies, and business corporations.
5. Identify what “pass through taxation” is, and to which business entities it applies.
6. Explain how Michigan business entities are taxed

Outcome 3: Upon successful completion of this course, students will be able to analyze the liability involved with each major type of Michigan business entity.

Objectives: The student will:

1. Identify the different liability risks, including debts and torts associated with each major type of business entities’ ownership.
2. Explain how profits and losses are allocated amongst Michigan business entities.
3. Describe how and to what extent various Michigan business entities are shielded from liability.

Outcome 4: Upon successful completion of this course, students will be able to prepare legal documents required by state law to establish a Michigan business entity.

Objectives: The student will:

1. Prepare new client data forms for Michigan business entities.
2. Prepare a Limited Partnership Certificate.
3. Draft a General Partnership Agreement or an Operating Agreement based on information.
4. Prepare Articles of Incorporation for Michigan business entities.
5. Draft corporate bylaws for Michigan business entities.
6. Draft a Stock Subscription Agreement based on information regarding a fictitious client.
7. Draft a Consent in Lieu of an Organizational Meeting, and Banking Resolution.

1. Introduction to Business Organizations and Agency Law
2. Sole Proprietorships
3. Partnerships
   1. General Partnerships
   2. Limited Partnerships
   3. Registered Limited Liability Partnerships
4. Limited Liability Companies
5. Other Unincorporated Organizations
   1. Joint Ventures
   2. Business Trusts
   3. Real Estate Investment Trusts
6. Corporations
   1. Characteristics of Corporations
   2. Formation of Corporations
   3. Corporate Finances
   4. Corporate Management
   5. Corporate Dividends
   6. Changes in the Corporate Structure and Corporate Combinations
   7. Termination of Corporate Existence, Dissolution, Liquidation
7. Corporate Variations
   1. Close Corporations
   2. Nonprofit Corporations
   3. Parent and Subsidiary Corporations
   4. Professional Corporations
   5. S Corporations
8. Special Topics in Business Law
   1. Ethics
   2. Common Interdisciplinary Issues
   3. Franchising
   4. Leases
   5. Intellectual Property
9. Employee Compensation and Employment Agreements
   1. Employee Compensation
   2. Insurance Benefits
   3. Other Fringe Benefits
   4. Employment Agreements