B) Find the sentences in the text in Passive Voice, analize them and translate into Russian.

Section 1

Pre-reading: Scan the text and make the plan of the text

LEGAL FORMS OF ORGANIZATION

1. In business, there are many legal forms of organization. Each form has certain advantages and disadvantages. The three most common forms are the sole proprietorship, the partnership, and the corporation.

The sole proprietorship is a business owned and operated by one person. This person can purchase the necessary goods and equipment and start a business. The sole proprietor provides all the capital, owns all the assets, makes all the decisions, and keeps all the profits. The business does not pay taxes, but the sole proprietor pays income tax on his profits. If the sole proprietor wants to close his business, he can sell the equipment, pay his bills and start a new activity. If he goes bankrupt, he has to use his personal property to pay his debts because he has unlimited liability.

3. A partnership consists of 2 or more people who share the ownership of a business. A partnership begins with a special legal agreement about all the aspects of the business. Partners own all the assets, make all the decisions, and share all the profits. The partnership has an advantage in managerial ability. Partners can provide more capital. They also have unlimited financial liability. If they want to close their business, they have to agree on how to dissolve it.

4. The corporation is a legal entity. It can own property that is not the personal wealth of its owners. It can enter into business agreement. Forming a corporation is not easy. There are many legal regulations to follow. The government agencies monitor the activity of corporations. The ownership of a corporation is divided into shares of stock. A corporation can raise capital by selling shares of stock. The shareholders elect a board of directors who hire a CEO to run the corporation. The board of directors decide how to use the profits. The shareholders receive dividends. The liability of a corporation is limited to the assets of the company. If the stockowners want to go out of business, they can simply sell their shares. Corporate profits are taxed twice – there are corporate profits tax and shareholders’ personal income tax. The corporation is big, so it must have good organization.

5. The choice of the best legal form of organization depends on the capital needed and the number of owners.

Ex.1 Word-formation:

a) Parts 1-2

1. Find nouns in part 1 and write them out. Underline their suffixes.

1. Make nouns from verbs: to organize, to operate, to equip, to pay, to act, to tax, to limit, to profit

2. Make derivatives: proprietorship, ownership, partnership

a) Part 3

1. Find nouns in part 3. Write them out and mark their suffixes.

1. Make nouns from verbs: to agree, to decide, to provide, to dissolve

2. Make derivatives: financial, liable, managerial

с) Part 4

1. Make nouns from verbs: to hold, to use, to direct, to govern, to sell, to buy, to follow, to elect

2. Make derivatives personal, corporate, legal

Ex. 2 Find pairs of synonyms:

Good aspects, a company, sole proprietorship, to buy, to start, advantages, to begin, assets, a business, one-owner business, to purchase, wealth

Ex.3 Find opposites to these words in the text (part 1):

To purchase goods, to start a business, advantages, a loss, limited liability

Ex.4 Match the English words to their Russian equivalents:

1. Товары и оборудование 1. Преимущества и недостатки 2. Подоходный налог 3. Неограниченная ответственность 4. Личная собственность 5. Предоставить капитал 6. Заплатить долги 7. Принимать решения

a. To pay debts a. Income tax b. Advantages and disadvantages c. To make decisions d. Unlimited liability e. To provide capital f. Personal property g. Goods and equipment

Ex.5 Complete the sentences using word-combinations from ex. 4.

1. ________ provides all the capital, owns all the assets, makes all the decisions, and keeps all the profits.

1. ________ own all the assets, make all the decisions, and share all the profits.

2. ________ have unlimited financial liability.

3. ________ begins with a special legal agreement.

4. Partners need to agree on how to ____________.

Ex.6 Match two columns to make word-combinations and translate them:

1. business 1. government 2. legal 3. personal 4. corporate 5. legal

a. entity a. wealth b. regulations c. agencies d. profits e. agreement

Ex.7 a) Find in part 4 nouns or word-combinations that can go with the verbs:

To raise, to run, to go (into/out of), to receive, to elect, to hire, to enter (into)

b) Make up sentences with these word-combinations.

Ex. 8 Grammar focus. Passive Voice.

a) Put the verbs in parenthesis into a passive form:

1. The ownership of a corporation _____ _______(to divide) into shares of stock.

1. The liability of a corporation _____ _______(to limit) to the assets of the company.

2. Corporate profits _____ _______(to tax) twice.

b) Find the sentences in the text in Passive Voice, analize them and translate into Russian.

Ex.9 Answer the questions to the text:

Parts 1-2 1. What are three major legal forms of organization?

2. What is sole proprietorship?

3. How to start sole proprietorship?

4. Who provides all the capital for the sole proprietorship?

Part 3 1. What is the definition of partnership?

2. What are the rights of partners?

3. What are the good aspects of partnership?

4. What are the disadvantages of partnership?

Part 4 1.What are two aspects of a legal entity?

2. Why is it difficult to form a corporation? Give two reasons.

3. Who is the CEO? What is his/her job?

4. What are major problems of a corporation?

Ex.10 a) Are the statements true or false?

1. A sole proprietor takes all the decisions.

1. His friend gets all the profits.

2. If a sole proprietor goes bankrupt, he has to buy new equipment.

b) Make 3 true/false statements about part 3.

Ex.11 Make up sentences, using the information below:

If

partners sole proprietors shareholders

want to go out of business,

they have to agree on how to dissolve the company. they can simply sell their shares. they can sell the goods and equipment, pay their bills and start a new activity.

Ex.12 Compare the 3 legal forms in terms of capital, use of profits, liability, taxation. Use the following models:

Model 1. Like/Unlike + N, S+V.

Model 2. In contrast to + N, S+V.

Model 3. S+V, but S+V.

Section 2.

SELECTING THE LEGAL STRUCTURE FOR

YOUR FIRM IN THE USA.

There are many reasons today for owner-managers of small businesses to look at the legal structure of their firms. The changing tax laws and fluctuating availability of capital are just two situations which require alert managers to review what legal structures best meet their needs.

The Sole Proprietorship

The sole proprietorship is usually defined as a business which is owned and operated by one person. To establish a sole proprietorship, you need only to obtain whatever licenses you need and begin operations. Hence, it is the most widespread form of small business organization.

The Partnership

The Uniform Partnership Act, adopted by many states, defines partnership as "an association of two or more persons to carry on as co-owners of a business for profit." Though not specifically required by the Act, written Articles of Partnership are customarily executed. These articles outline the contribution by the partners into the business (whether financial, material or managerial) and generally define the roles of the partners in the business relationship. The following are example articles typically contained in a partnership agreement:

Name, Purpose, Domicile

Duration of Agreement

Character of Partners (general or limited, active or silent)

Contributions by Partners (at inception, at later date)

Authority (individual partner authority in conduct of business)

Separate Debts

Division of Profits and Losses

Rights of Continuing Partner

Death of a Partner (dissolution and winding up)

Employee Management

Release of Debts

Sale of Partnership Interest

Arbitration

Required and Prohibited Acts

The Corporation

The corporation is by far the most complex of the three business structures.

As defined by the Chief Justice Marshall's famous decision in 1819, a corporation " is an artificial being, invisible, intangible, and existing only in contemplation of the law." In other words, a corporation is a legal entity, distinct from the individuals who own it.

Ex. 13

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