ANSWERS: 4
  • i totally agree with you anonymous. they have all the rights of citizens with none of the accountability. and they get away with murder. i researched, crusaded against and dialogued with those badboys for years ~ rarely does anyone get serious punishment for white collar crime. the enron execs of this world who got busted were the exception, not the norm ~ they were the public scapegoat whipping boys to make the public feel like the governments watching out for us. ha! small fines and minor rebukes are commonplace. or attorneys get involved and they mediate a.k.a. sweep under the rug. i thought michael moores idea of a corporate version of cops with those white collar criminals was a hoot. isnt it amazing that policemen and society totally beat up on someone stealing a carton of cigarettes from a grocery store and they let a bunch of corporate thieves who steal millions or abuse their employees get away with a slap on the wrist? sad, sad, sad.
  • Corporations are not considered to be citizens, they are legal entities whose main purpose is, first and foremost, to shield & protect its managers and executives from liability and wrongdoing. And we're witnessing a perfect example of that with Wall Street
  • You seem to misunderstand how a corporation works. Corporations act through people. If the people who are acting ion behalf of the corporation, the person is held liable.
  • The other answers are correct about the thought that the companys are considered to be entities, not citizens. there are actually 2 types of corporations:S-Corps and C-Corps. from http://library.findlaw.com/2000/Mar/1/129592.html Most corporations are created by the States. Most corporations you will encounter, with rare exception, will be created by the authority of one of the fifty States. "S" and "C" Corporations merely describe a federal tax election made by the corporation. The Internal Revenue Code defines an "S corporation" as a corporation meeting certain requirements and for which a certain election has been made. The same code defines a "C corporation" as "a corporation which is not an S corporation for [a taxable] year." Thus, the definitions of a "S" and "C" corporation exist only from the federal government. Each of the different types of corporations have specific advantages and disadvantages. The Regular Corporation is one with which most people are familiar. It is owned by stockholder(s). These stockholder(S) elect a Board of Directors which elects officers and hires employees to handle the day-to-day operations. There must be an annual meeting of the stockholders to be held after proper notice is given. A Statutory Close Corporation may operate without a Board of Directors and without annual meetings. There are also other normal corporate requirements which do not have to be met. The law does provide for restrictive "default" positions on many issues, such as who may purchase stock from an existing stockholder. A Quais-closed Corporation enjoys the freedoms of the Statutory Close Corporation without the restrictive "default" positions, but it is difficult to start up without significant work on the part of the attorney. A Professional Corporation is for a professional firm which may not normally be incorporated, such as accountants and lawyers LLC-Limited Liability Company is, like a corporation, a creature of statutory law. It was originally created to give limited liability protection to owners while affording owners pass-through tax treatment like a partnership. LLCs are very flexible. In fact, almost all of the statutory provisions governing interrelationships between individual members (as owners of an LLC are called), and between individual members and the LLC itself can be changed by an operating agreement. An LLC may be run by its members, a combination of its members and a manager, or a manager. Managers are NOT members. The laws do provide that the members of an LLC enjoy limited liability. This limited liability is equivalent to that enjoyed by stockholders of a corporation - nothing more and nothing less. LLCs may now elect, using IRS Form 8832, to be taxed as either a corporation or a partnership (or a sole proprietorship if there is only one member). Some of the pros and cons of forming an LLC can be summarized as follows: Pros: 1. Members have limited liability. 2. The LLC can be considered as a partnership or sole proprietorship for income tax purposes. 3. Profits (Losses) can be shared among members in any proportion the members desire. 4. Members can assign their economic rights in the LLC. 5. No limitation on the number of members. Cons: 1. Members must pay self-employment tax on the profits of the LLC. 2. Admission of new members, after the LLC has been in existence for a while, can cause an imbalance in the capital accounts for the members, particularly upon dissolution. 3. It may be more difficult to sell a portion of the business to someone else, as compared to just selling someone else shares of stock. 4. If a member assigns his/her economic rights, the assignee also receives the right to ask for dissolution of the LLC. if the LLC is at will. There are many other areas which need to be considered before forming an LLC. These areas should be addressed in advance by the client's professional team: the accountant and the lawyer. Partnerships and Personal Liability: There are several different types of partnerships. The general partnership is, along with the sole proprietorship, a "default" business entity. As long as two or more people are in business together to make a profit, unless the business has another form of entity, it is a partnership. Ordinarily, most people realize this. What people do not realize is that if they formed a corporation or an LLC or one of the specialized forms of partnership, and they fail to follow and comply with all the technicalities of that form of entity, the company will legally revert to being a partnership. This may result in personal liability where none was intended or expected. The amount of personal liability a partner has depends on the type of partnership which has been created: General Partnership and Joint Ventures - ALL partners have full personal liability for any and all business actions of the other partners, any employees, and of the partnership itself. This can obviously be a dangerous situation,. RLLP-Registered Limited Liability Partnership: ALL partners are liable for all contract actions, no matter who is at fault. A partner has no liability for the tort actions of the other partners, employees, and the partnership itself, unless the partner "renders professional services." In such a case he is just as liable as if he were a sole practitioner, and he is responsible for the actions of himself and whoever he is supervising or with whom he is cooperating. Limited Partnership: Basically, a general partner has all the personal liability as if the entity were a general partnership. The limited partner has no personal liability unless he acts as general partner or, in certain situations, takes part in the control of the business or lends his name to the name of the partnership. Result and advice: Obviously, conducting business as a partnership can be risky for an individual. Although there are situations which may dictate the existence of a partnership, the advice of the client's accountant and attorney should always be sought before anyone operates a business as a partnership. The information you obtain at this site is not, nor is it intended to be, legal advice. You should consult an attorney for individual advice regarding your own situation.

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