Ursuline College Accelerated Program

Transcription

1 Ursuline College Accelerated Program CRITICAL INFORMATION! DO NOT SKIP THIS LINK BELOW... BEFORE PROCEEDING TO READ THE UCAP MODULE, YOU ARE EXPECTED TO READ AND ADHERE TO ALL UCAP POLICY INFORMATION CONTAINED ON THIS LINK BELOW CLICK HERE... Division: UCAP URSULINE COLLEGE Updated 1/2010 Academic Department and/or Program: Legal Studies Catalog Number and Title: LS 380 Business Organizations Number of Credits: 3 Course Description: This course focuses on the paralegal s role in assisting in the creation and maintenance of various types of business organizations. Students will learn about the different business entities, including sole proprietorships, partnerships, corporations, and limited liability companies. Students will learn how to draft documents necessary for the formation, operation and dissolution of business entities. Additionally, the course will examine tax considerations, ethical issues, and tax and other filings. Most importantly, students will learn enough to assist in the decision making process as to which business entity is the best to suit a client s needs. Prerequisite: None Term and Cycle: Knowledge The student will: 1. Learn the responsibilities of a paralegal in assisting in the creation and maintenance of various types of business organizations; 1

2 2. Learn to identify and utilize information regarding the benefits, drawbacks and formation of a sole proprietorship; 3. Learn to identify and utilize information regarding the benefits, drawbacks and formation of a partnership, limited partnership, and a limited liability company treated as a partnership for tax purposes; 4. Learn to identify and utilize information regarding the benefits and drawbacks of a corporation; 5. Obtain a basic understanding of the tax considerations for choice and operation of each business entity. Skills The student will: 1. Learn to engage in critical thinking when assisting in making decisions regarding the type of business entity to create for a client; 2. Understand how to utilize resources available from public records via governmental offices and the Internet in the creation and maintenance of business organizations; 3. Learn the ways that liability maybe imposed upon business owners despite organizational forms designed to avoid liability. Values The student will: 1. Gain an understanding of deficiencies in modern corporate organization that may allow unethical and/or criminal behavior by corporate management; 2. Learn to evaluate actions by management of a business organization in terms of ethics and social responsibility. Need: Required Textbook: Fundamentals of of Business Organizations for Paralegals, 3 rd Edition Deborah E. Bouchoux Aspen Publishers Required Study Aids: Access to relevant provisions of Ohio Revised Code; Access to Internet. Access to DVD Player Student Evaluation Techniques: Online Quizzes, Online Midterm and Final examination, & Discussion Board 2

3 Drafting projects Each Online Quiz, the Online Midterm Examination and the Online Final Examination will be open book and open notes. The Midterm Examination will be available to students immediately after Class Two through midnight the evening before Class Three. Information regarding the Online Final Exam will be provided by the Facilitator. Students will not have an opportunity to change any answers after submission of quizzes and exams. Possible Points: 12 Quizzes points Midterm - 40 points Final - 40 points Online Discussion - 45 points General Partnership Formation Project - 10 points Limited Partnership Formation Project - 10 points General Partnership Agreement Project - 20 points Limited Partnership Agreement Project - 20 points Corporate Formation Documents Project - 60 points Corporate Record Book Project - 60 points Limited Liability Company Project - 25 points TOTAL POINTS 450 points Drafting Projects: Students will be requested to draft organizational and/or recording documents relevant to the types of business entities discussed in class. All projects must be typed. Methods of Instruction: Lecture, in class and online discussion, drafting projects, documentary film on relevant issues, quizzes, midterm & final examination. Documentary Film: Prior to Class Five, each student will view the documentary film The Corporation outside of class and participate in an online discussion. The instructor will have copies that may be borrowed for student use. 3

4 Angel Course Management System: Students will be expected to have access to the Angel Course Management System by which they may access course materials. Twelve quizzes, a midterm exam, and a final exam will be administered through Angel. Students will also participate in an online discussion regarding the documentary film The Corporation. Online Threaded Discussion: Students will participate in an online discussion utilizing the Angel Course Management System. Students will be asked to respond to specific questions or issue statements referencing the documentary film The Corporation. Attendance is required. Plagiarism and Cheating: Plagiarism or cheating in any form will not be tolerated. Students are not allowed to collaborate on any assignments for this course unless specifically instructed to do so. The facilitator reserves the right to take appropriate sanctions commensurate with the act, which might include a failing grade for homework, examination or the entire course. 4

5 Course Outline (Class sessions described below) Class 1: Read Chapters 1 & 2 Topics: Introduction and overview; basic considerations in choosing a business entity; discussion of sole proprietorships and concepts of agency; liability and tax issues related to both. Class 2: Read Chapters 3, 4 & 5 Topics: General partnerships; limited partnerships and limited liability partnerships. Issues regarding formation, recordation, liability and taxation as to each. Mid-term examination given at Class 2 as take home examination. Classes 3 Read Chapters 6 & 7 Topics: Limited liability companies. Formation and taxation. Issues regarding similarities and differences to corporations and partnerships. Introduction to Corporations. Class 4: Read Chapters 8, 9, 10 & 11 Topics: Corporations: Formation and organization; Rights and duties of directors, officers and shareholders; Financial structure and corporate dividends. NOTE: Students will not be quizzed on Chapter 11 Class 5: Read Chapters 12, 13, 14 & 15 Topics: Changes in corporate structure; merger documents, maintenance documents; Foreign Corporations; Termination; Dissolution documents; Corporate Variations. NOTE: Students will not be quizzed on Chapters 13 & 14 For all classes other than Class 1, students will be given additional reading assignments from the Ohio Revised Code, published cases and/or handouts, and legal periodicals. Students will be introduced to various required forms during each course and will work hands on with same. Drafting projects will be assigned after classes 1, 2, 3 & 4 and will be due the next week. 5

6 Ursuline College UCAP LS 380 Business Organizations Class Activities Assignment for Class 1 Read Chapters 1 & 2 Complete Online Quizzes for Chapters 1 & 2 using the Angel Course Management System. Class 1 Hour 1 - Introduction Review/discussion of concepts of business law, contracts and agency Discussion of forms of business entities Sole proprietorships Partnerships General Limited LLP s Corporations LLC s Hour 2 Discussion on choosing form of business entity Formalities Management Ownership restrictions Taxation Liability Presentation/discussion of sample articles of incorporation Secretary of State and IRS website introduction Hour 3 Discussion of sole proprietorship Formation Name registration Business licenses Sales tax Liability Insurance Federal ID Nos. Unemployment compensation/workers compensation Hour 4 Discuss and prepare documents for sole proprietorship 6

7 Assignment for Class 2 Read Chapters 3, 4, & 5 Complete Online Quizzes for Chapters 3, 4 & 5 Review the Ohio Uniform Partnership Act (see link on Angel Course Management System) Complete Ohio General Partnership Formation Project Complete Ohio Limited Partnership Formation Project Class 2 Hour 1 Discussion and overview of types of partnerships and their characteristics and the nature of the relationship among partners Hour 2 Perform Computer Assisted Partnership Exercise Hour 3 Review GP and LP documents Hour 4 Begin General Partnership Agreement Exercise Discuss Limited Partnership Agreement Exercise 7

8 Assignment for Class 3 Read Chapters 6 & 7 Complete Online Quizzes for Chapters 6 & 7 Complete Online Midterm Exam Read/review Ohio General Corporation Law Ohio Revised Code Chapter 1701 (see link on Angel Course Management System) Complete the General Partnership Agreement Project Complete the Limited Partnership Agreement Project Class 3 Hour 1 Review Mid Term Exam General discussion of nature of LLC s Differences/similarities with other structures Formation Tax issues Structure Liabilities Hour 2 In-Class LLC assignment Prepare LLC in-class documents Hour 3 Review and discuss concepts of corporation law Formation Rights/responsibilities of Directors, Officers, Shareholders Liabilities Tax consideration Corporate history Ethical concerns Hour 4 Negotiation: Corporation Formation Exercise 8

9 Assignment for Class 4 Read Chapters 8, 9, 10 & 11 Complete Online Quizzes for Chapters 8, 9 & 10 Complete the Corporate Formation Documents Project; including, Articles of Incorporation, Bylaws, Subscription Agreements, Share Certificates, etc Class 4 Hour 1 Discussion of corporate organizational issues Shareholder meetings Shareholder proposals Directors rights/responsibilities Officers rights/responsibilities Hour 2 Prepare minutes of directors and shareholders meetings Hour 3 Discussion of corporate financial structure Securities Tax Implications Hour 4 Discussion of Management Issues Prepare appropriate documents relating to topics of discussion 9

10 Assignment for Class 5 Read Chapters 12, 13, 14 & 15 Complete Online Quizzes for Chapters 12 & 15 Complete Corporate Record Book Project; including, opening resolutions, notices, minutes, and SS-4 application Complete Corporate Dissolution Exercise Complete viewing of The Corporation documentary film Participate in Online Discussion regarding The Corporation by responding to the five issues/questions posted on the Angel Course Management Website in the Discussion Section. Bring Newspaper or Magazine Article to Class re: Corporate Issue Class 5 Hour 1 General discussion of changes to Corporate Structure Mergers Purchases Stock Issues Dissolution/Termination Discuss and Prepare Minutes re: Dissolution Hour 2 Discussion of Corporate Variations Optimal forms of Corporations Discussion: Corporations: what to keep and what to eliminate? Hour 3/4 Discussion of Corporate Newspaper or Magazine Articles Discussion of The Corporation Discussion and review of Ethical Issues POST CLASS 5 Take Online Final Exam 10

11 PARALEGAL TASKS TO BE LEARNED - BUSINESS ORGANIZATIONS CLASS INCORPORATION FOR PROFIT/NONPROFIT A. Preliminary Matters 1. Check name availability B. Initial Corporate Documents 1. Assist in preparation of proceedings of incorporator, including share subscriptions or subscription agreements 2. Assist in preparation of and file Articles of Incorporation 3. Assist in preparation of Actions of Shareholders and Directors 4. Assist in preparation of Code of Regulations/By-Laws C. Other Documents 1. Prepare, arrange for execution, and coordinate filing of banking resolutions and signature cards with financial institutions 2. Assist in preparation and filing of securities filings (Blue Sky or SEC) 3. Prepare and file applications to qualify corporation to do business as a foreign corporation 4. Organize record book 5. Prepare stock certificates and stock ledgers 6. Prepare and file Application for Employer Identification number, Form SS-4, with Internal Revenue Service (and if appropriate, power of attorney) 7. Prepare and file Form 2553, Subchapter S Election, with Internal Revenue Service OPERATION OF CORPORATION A. Corporate Maintenance 1. Prepare Notices of Meeting 2. Prepare Waivers of Notice and obtain waivers from shareholders 3. Prepare Minutes of Meeting and attend meetings as necessary 4. Prepare Written Actions B. Amended Articles of Incorporation and Amendment to Articles of Incorporation 1. Prepare resolutions adopting Amendment 2. Prepare and file Certificate of Amendment 11

12 C. Statutory Agent Changes 1. Prepare and file Subsequent Appointment of Agent 2. Prepare and file Change of Address of Agent 3. Prepare and file Resignation of Agent D. Amended Code of Regulations and Amendment to Code of Regulations 1. Prepare text of amendment 2. Prepare Resolutions adopting amendment E. Stock Transfer Matters 1. Stock certificates and Maintenance of Stock Journal and Ledger a. Prepare original issue stock certificates b. Prepare stock certificates in connection with transfers, stock splits, mergers, stock dividends, etc. c. Prepare stock powers 2. Stock Record Books a. Review stock records and determine number of shares of stock outstanding b. Review stock records and determine identity of holders of stock c. Organize and maintain stock ledgers and journals F. Qualification to do Business as Foreign Corporation 1. Obtain information to complete application 2. Prepare application and file 3. Prepare other documents necessary to qualify and arrange for publication, if necessary G. Withdrawal of License of Foreign Corporation to do Business 1. Obtain information to complete application 2. Obtain appropriate tax releases 3. Prepare and file application H. Record Book Review for new client corporations CORPORATE DISSOLUTIONS A. Coordinate with client and accountant to gather information to complete dissolution B. Prepare Adoption of Plan of Dissolution by resolution C. Prepare and file IRS Form 966, Corporate Dissolution or Liquidation 12

13 D. Prepare and send required notices 1. Department of Taxation 2. County Treasurer 3. Bureau of Employment Services 4. Bureau of Workers Compensation E. Prepare and file Certificate of Dissolution, Affidavit in Lieu of Releases, and Personal Property Affidavit F. Post Dissolution Matters 1. Prepare Notice of Dissolution to be published in newspaper 2. Cancel the corporations outstanding stock certificates 3. Prepare document binder after receipt of proof of publication PARTNERSHIPS/LIMITED LIABILITY COMPANIES A. Prepare and file Certificate of Partnership, Articles of Organization or Certificate of Limited Partnership B. Assist in drafting Partnership Agreement or Operating Agreement C. Prepare and file Fictitious Name filings, if appropriate, in states other than Ohio D. Prepare and file Form SS-4 (IRS), Form 3-Q (Ohio Department of Securities) E. Prepare any documents necessary for cancellation of partnership, if necessary F. Prepare and file documents to qualify partnerships in foreign states G. File Form 3-Q and Form SS-4 and other routine securities or tax filings H. Assist with transactional work, such as limited partnership syndications and sale of partnership units, including preparation of schedule to Certificate of Partnership, Promissory Notes, Subscriptions and Certificates I. Prepare and file documents to transfer partnership interest, including amendments to Partnership Certificates and investor certificates evidencing partnership interests J. Draft initial draft of Operating Agreement or Limited Partnership Agreement, if appropriate 13