Types and Forms of business in the UK and the USA

There are three basic forms of business ownership:

1) Sole proprietorship (a sole trader (the UK); an individual business, partnership (the USA), 2) corporation.

A single person may operate as a sole trader, which is the oldest form of business, and even if he employs many people, he alone is responsible for management and, thus, for any debts. There are many one-man owners, for example: a farmer, a doctor, a solicitor, an estate agent, a garage man, a jobber, a builder, a hairdresser, etc.

Another way to run a business is for two or more people to form a partnership in which they share management, profits and liability to debts. The share is not necessary an equal one, but depends upon the partnership agreement among them. This usually reflects the amount of capital each partner has invested in the business. Partnerships can be formed very easily and the legal position of partners is not very different from that of sole traders. They are firms of solicitors, architects, auditors, management consultants, etc. The names of all the partners of the firm are printed on the stationery of a partnership.

The most common type of a company in the United Kingdom is the limited liability company. At the end of the name of such a company the word Ltd is used. For example: Wilson and Son Ltd. The equivalent to this kind of company can be found all over the world.

The members of a limited company have limited liability. This means that if the business has difficulties, the members can be made to pay its debts only up in a certain limit. Normally this limit is the amount unpaid on shares they hold (limited by shares), or the amount they have guaranteed to contribute to company assets (limited by guarantee). The company's liability itself is not limited; as long as the business has money or assets, creditors may sue. But they cannot sue the members as individuals beyond their stated limits.

Many of such companies are joint-stock companies owned by shareholders. Limited liability companies are divided into public and private ones. Private limited companies may not offer shares to the public. The names of such companies end simply in Ltd. Public companies may offer shares to the public at the stock exchange (selling shares is one of the ways in which companies raise capital). The names of such companies end in p.l.c. which stands for public limited company. For instance: John and Michael p.l.c.

A share is ownership of a proportion of the company, and thus the right to и proportion of any profit it makes (dividend). Shareholders cannot insist on the payment of a dividend every year, since this up to the directors to decide. But if they are dissatisfied with the management of the company, as members they have the right to remove the directors. The more shares a member holds, the more voting rights he will have in general meetings. Shares may be acquired when the company is first set up; or at a later share issue. Or they may be bought or received from an existing shareholder. Sometimes a company gives existing members the right to buy shares from another member before he is allowed to sell them to a new member. Each share is equal in value. For example, a member of a successful company who bought shares at $ 10 each may be able to sell them at a premium - perhaps $ 12 each. But he may also find that he has to sell them for less than their nominal value - at a discount.

It is also possible to form an unlimited company. Since member's liability is unlimited this is, in effect, similar to a partnership.

A corporation is a kind of artificial legal person, with the right to sue and be sued. It may consist of a single person, or several persons called stockholders, but in each case it has a legal identity separate from these individuals. The stockholders usually have certificates, showing the number of shares which they own. The stockholders elect a director or directors to operate the corporation. Most corporations are closed corporations, with only a few stockholders. Other corporations are owned by many stockholders who buy and sell their shares at will. Usually they have little interest in management of the corporations.

In the United Kingdom most businesses, generally, operate in one of the following ways:

-sole trader

-partnership

-limited liability company

-branch of a foreign company (a part of a company incorporated outside Great Britain but acting under the law of the UK; usually these companies act in the UK under their normal foreign names).

Businesses in the USA may be organized as one of the following forms:

- individual business;

- general partnership (the owners all are liable for debts and share in the profits);

- limited partnership (a limited partnership has got at least one general owner and one or more other owners who have only a limited investment and a limited liability);

- corporation;

- alien corporation (corporations of foreign countries; all the corporations are to receive their charters from the state authorities which state all the powers of the corporation. Many corporations in the USA try to receive their charters from the authorities of the State of Delaware, though they operate in other states. They prefer the State of Delaware because the laws are liberal there and taxation is rather low. Such corporations, which receive their charters from an outside state, are called foreign corporations. All the corporations require a certificate to do business in the state where they prefer to operate).

4. a) Translate underlined words and phrases in the text b)Make sentences with these words and phrases.