Business Organizations Summary

| A general partnership is comprised of a group of two or more individuals who enter into an agreement to start a business. The partners and the business are legally the same. The partners enter into an agreement called the articles of partnership and are typically equally active in the business and the business’s management, unless otherwise stated in the partnership agreement. All profits and losses are shared by the partners in a joint business venture.

-A partnership is an organizational form that contains two or more people who are able to be joined together legally in order to share the management duties and make profit from the business.

However, it is only one of the various factors relevant to a courts consideration of whether they have acted in good faith where directors make decisions affecting their company’s interests their own view of their conduct. which means that directors will not necessarily comply with their duty merely because they have an honest belief that they are acting in the company’s best interest, which means that directors will not necessarily comply with their duty merely because they have an honest belief that they are acting in the company’s best interest.For example, in case Advance Bank v

General Partnerships. Voluntary agreement under which two or more people act as co-workers of a businees profit. each partner has the rigth to participate in the companys managment and share in profits, it also has unlimited liability for any debts the company incurs.

General Partnership: Occurs when two or more individuals get together to operate a business with the intention of making profit. Each individual is a general partner of the business and all profits and losses are shared between the partners. General partnership agreements can be a written or verbal agreement.

RULE: The Delaware General Corporation Law expressly empowers a board of directors to appoint committees and to delegate them a broad range of responsibilities, which may include setting executive compensation. The business judgment rule clearly states that the directors of a corporation should act in an informed and intelligent way. This includes acting on behalf of the company in their honest belief that the action that took place, was in the best interest of the company.

As directors of Australian companies, there are certain rights and obligations that are attached to the role. Directors are required to act in good faith, not use their position improperly or exploit information gained from their position to their advantage, which may cause detriment to the company. Any breach of these duties, can result in civil or criminal punishment. Director’s duties exist under common law and legislation. The Corporations Act 2001 imposes a number of duties on directors including the duty of good faith (s 181), the duty to not to improperly use their position (s 183) and the duty not to improperly use information obtained (183). Breach of any of above civil obligations may lead to the a fine of up to $200,000 on the director or even disqualification from

The Directors and officers shall perform the duties enjoined on them by law and the by-laws of the corporation. They act as agents or representatives of the Corporation in carrying out its rights and obligations provided by law. Directors who directed the affairs of the Corporation in bad faith, gross negligence, and those involving a conflict of interest with their duty to the Corporation shall be liable to the Corporation, its stockholders & other persons. The Board of Directors are not justified to purchase the stocks.

Issue: whether the directors have breached their duties. It is questionable that whether the directors breached their fiduciary duty towards the company by not putting first the interests of the company.

A partnership is related to any business entity conformed for two or more owners, not registered as a corporation or a limited-liability company. The partnership can be of two types: General partnership or limited partnership. In a limited partnership, one of the owners generally acts as the general partner assuming responsibility for managing the business decisions, while the limited partner only acts as a financial contributor to the business without any participation on business

Each partner is responsible for any negligence made by himself or employees being under his direct supervision

The policy should also include how the board members disclose their personal and financial interests and how they should deal with gifts or other incentives made to them in the course of their role on the Board. All Board Directors can declare all material facts or Financial Interests1 concerning the existence and nature of a potential Conflict of Interest and the relationship of any ‘Interested Director’.

This case is related to the duties of directors of a company. The duties breached by them in a non-profit entity. This action brought by the ASIC( Australian securities and Investment Commission) towards non-executive chairman, the chief executive officer, the chief financial officer, and five other non-executive officers of the Centro Properties Limited.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

LIABILITY – Personal liability for all business debts/obligations apply to all the partners; including courts judgements.