Description:

Upon successful completion of this course, the student should be able to describe the various forms of business ownership, including corporations, partnerships and sole proprietorships. The emphasis in the course is on the role of the legal assistant in a business law practice and on the preparation of related documents. 3 hrs. lecture/wk.

Supplies: Refer to the instructor's course syllabus for details about any supplies that may be required.

Textbook(s): For information see - http://bookstore.jccc.net

Course Fees: NONE

Course Objectives:

Upon successful completion of this course the student should be able to:

1. Explain the various factors involved in the selection of a business entity.
2. Discuss the concept of doing business as a sole proprietor.
3. Differentiate between general and limited partnerships and special partnership arrangements.
4. Explain the steps necessary to create and operate a limited liability company.
5. Identify the requirements for organizing a small business corporation.
6. Assist a client in the operation of a small business corporation.
7. Identify the various methods of terminating a small business corporation.

Content Outline & Competencies:

I. Selecting the Business Entity
   A. Identify the entities available to a small business enterprise.
   B. Explain the factors affecting the selection of an entity.

II. The Sole Proprietorship
   A. Explain the various factors involved in operating a sole
proprietorship.
   B. Discuss the tax aspects of operating a sole proprietorship.
   C. Identify the components of a purchase or sale of a sole
proprietorship business.
   D. Prepare forms and documents related to a sole proprietorship.

III. General, Limited and Special Partnership Arrangements
   A. Discuss statutory and business requirements for doing business as a
partnership.
   B. Explain the tax aspects of partnerships.
   C. Assist in the organization of a general partnership.
   D. Draft a general partnership agreement.
   E. Explain the use of limited partnerships and how they are organized.
   F. Identify the legal requirements for selling, dissolving, or
terminating a partnership interest or business.
   G. Distinguish joint ventures and limited liability companies from
general and limited partnerships.
   
IV. Creating and Operating a Limited Liability Company
   A. Discuss general concepts pertaining to limited liability companies.
   B. Assist in the organization of a limited liability company.
   C. Prepare organizational documents for a limited liability company.
   D. Convert an existing business to a limited liability company.
   E. Terminate a limited liability company.

V. Organizing a Small Business Corporation
   A. Discuss the various aspects of incorporating a small business,
including taxation, asset transfer preincorporation agreements, and the
selection of the corporate name and state of incorporation.
   B. Explain the rights, responsibilities and agreements pertaining to
shareholders.
   C. Identify the functions and responsibilities of a corporation’s
board of directors.
   D. Identify the officers of a corporation and explain their powers and
duties.
   E. Assist in the preparation and filing of articles of incorporation
and bylaws.
   F. Prepare corporate records and documents, including minutes of
meetings and contracts.
   G. Discuss the ramifications of incorporating a going business and
capital requirements.
   H. Differentiate between the types of corporate management and control
structure.
   I. Assist in a corporation's compliance with federal and state
securities laws.
   J. Prepare stock certificates and stock transfer restrictions.
   K. Identify the procedural requirements for a subchapter S election and
close corporation.
   L. Explain the statutory and professional requirements pertaining to
the creation and operation of a professional corporation.

VI. Operating a Small Business Corporation
   A. Discuss the various aspects of employee compensation.
   B. Explain the use of dividends, redemptions and other distributions.
   C. Identify required government reports and returns.
   D. Assist in the handling of corporate meetings and disputes.
   E. Explain the personal liability of corporate participants.
   F. Prepare documentation required to amend articles of incorporation
and to do business in another state.
   G. Explain capital requirements for operating and restructuring a
business, including the acquisition of another business.

VII. Terminating a Small Business Corporation
   A. Identify the alternatives available to a failing business.
   B. Explain the various aspects involved in the selling a business.
   C. Differentiate between dissolution and liquidation as methods to
terminate a small business corporation.

Methods of Evaluation of Competencies:

Evaluation of student mastery of course competencies will be accomplished using the following methods:

A minimum of five examinations                  60% of grade
A minimum of five applications & assignments    40% of grade
                                               100%
   90%+  = A
   80%   = B
   70%   = C
   60%   = D
   Below 60% = F

Caveats: NONE

Disabilities:

If you are a student with a disability, and if you will be requesting accommodations, it is your responsibility to contact Access Services. Access Services will recommend any appropriate accommodations to your professor and his/her director. The professor and director will identify for you which accommodations will be arranged.

JCCC provides a range of services to allow persons with disabilities to participate in educational programs and activities. If you desire support services, contact the office of Access Services for Students With Disabilities (913) 469-8500, ext. 3521 or TDD (913) 469-3885. The Access Services office is located in the Success Center on the second floor of the Student Center.