Commerce on the Net

• Sole Proprietor to LLP
  
• The Corporation
  
• Following the Financial Trail

Sole proprietorship:
One individual conducts the business. The business owner is personally liable for all the obligations of the business.

Parntnership:
A contract between two or more persons to carry on a business together and to share money and labor put in and profits or losses taken out.

General Partnership:

An association of two or more persons doing business. All partners are personally liable for the obligations of the partnership. A general partnership does not have to be registered with Business Registry unless it uses an assumed business name. If the name of each general partner is not conspicuously disclosed to the public, the business name must be registered with Business Registry.

General partnerships are governed by Oregon Revised Statutes (ORS) Chapter 68

Domestic and Foreign Limited Partnerships

Limited partnerships formed under Oregon laws are called "domestic" limited partnerships. Limited partnerships formed under the laws of other states are called "foreign" limited partnerships.

A limited partnership consists of at least one general partner and one limited partner. The general partners control the business and are liable for debts and obligations of the partnership. A limited partner is similar to a shareholder in a corporation because that person's liability generally is limited to the amount of contribution to the partnership.

The Limited Partnership Act is in ORS Chapter 70.

Each limited partnership must have a registered agent in Oregon whose street address is the registered office. If one wishes to sue a limited partnership, the legal papers are served on the registered agent. Thus, it is necessary that the registered office have a street address. A registered agent can be a person or a corporation.

Limited Liability Partnerships

A limited liability partnership (LLP) is a new type of business entity that can be filed in Oregon beginning January 1, 1996. A limited liability partnership is an association of two or more persons doing business and is restricted to partnerships that render a professional service as defined by ORS Chapter 58 or partnerships that are affiliated with a limited liability partnership and render a complementary service or provide services or facilities to the limited liability partnership.

The Limited Liability Partnership Act is in ORS Chapter 68.

Assumed Business Names

An assumed business name is a name other than the legal name, including first and last name, of each person operating a business. Nicknames are not legal names and must be registered as assumed business names. If there are words that suggest additional owners, such as "company" or "and associates," the name must be registered.

A business name must be registered as an assumed business name with the Corporation Division if the legal name of each person carrying on the business is not included as part of the business name. The purpose of registering an assumed business name is to let the public know who is transacting business under that name.

Oregon Secretary of State, Corporation Division

Corporation:

An organization that is formed under state or federal law and exists, for legal purposes, as a separate being or an 'artificial person'...It may be set up to carry on a business or to perform almost any function. It may be owned by government, or by a few persons, or by the general public through purchases of stock .

Corporation Charter (Articles of Incorporation)

The legal document defining the structure, function, capitalization, and method of governance.

• Private, for-profit corporation
• Publically held, for-profit corporation
• Private, non-profit (not-for-profit) corporation

In Oregon, there are three common types of corporations:

• A business corporation is a for-profit corporation regulated by the Oregon Business Corporation Act, ORS Chapter 60.

• A non-profit corporation is formed for any lawful purpose but not for financial profit. They are regulated by ORS Chapter 65

• A professional corporation is a for-profit corporation formed for the purpose of providing one or more specific types of professional service and all the shareholders of the corporation must be licensed to render one of the professional services. They are regulated by ORS Chapter 58.

• Application for Recognition of Exemption
• IRS 990 (990PF)

Security and Exchange Commission (SEC)

All publically held corporations are required to report financial activity to the Security and Exchange Commission (SEC).

Edgar Database of Corporate Information

• 10-K: The Annual Report
  • Example

• 10-Q: The Quarterly Report
  • Example

• 8-K: Notice of developments that could affect finances of corporation.
  • Example

• 14-D/13-D Notice of offer to purchase publically held company
  • Example

• S-3: Prospectus and Proxy
  • Example