1. Unit 18 Company Law Snježana Husinec, PhD shusinec@pravo.hr

2. Setting up a business
When setting up a business what information are relevant for selecting the most appropriate legal structure?
Which characteristics of a business entity would interest you if you were setting up a business of your own?
Do ex. II on p. 176.

3. Setting up a Business in the UK
Read about the five major business entities in the UK and decide which is described in which paragraph.
Join in groups of five.
Step 1: Each person in the group should read in detail about one of the 5 types of business entities in the UK. Take notes in the table in ex. IV.
Step 2: Report about ¨your¨ business entity to the other four members of your group. Complete the table in ex. VI.
Do ex. V.

4. What is an exchange market?
= an institution, organization, or association which hosts a market where stocks, bonds, options and futures, and commodities are traded. = Buyers and sellers come together to trade during specific hours on business days. Exchanges impose rules and regulations on the firms and brokers that are involved with them. If a particular company is traded on an exchange, it is referred to as "listed". = Worldwide, there are over 100 securities exchanges where buyers and sellers meet to exchange goods and services in an organized, orderly fashion.

5. Advantages and disadvantages
What feature of a particular entity do you conider an advantage, what about disadvantages?
Discuss in groups the advantages and disadvantages of each of the business structure. Complete the table in ex. VI.
Do ex. VIII

6. US business entities
Read about the US business entities and do ex. IX,
Which UK entity approximately corresponds to:
USA UK
Sole proprietorship
General partenership
Limited partnership
S corporation
C corporation

7. UK – USA – Croatian business entities
Study the Croatian Compsnies Act 2010 and find the aproximate equivalents of the five UK and USA business entities.
Fill in the table in ex. X.

8. A Partnership Agreement
What are the advantages and disadvantages of an/a oral/written partnership agreement? Which one would you personally, as an enterpreneur, opt for?
Read the sample partnership agreement in your coursebook on p Decide whether it sets up an American equivalent for a British ¨ordinary¨ or limited liability partnership.
Do ex. III and IV.

9. Read the text once againa and find the English equivalents for the following Croatian expressions and terms:
poslovni subjekt koji je upisan u sudski registar kao pravna osoba
fizička osoba / pravna osoba
ispuniti godišnju poreznu prijavu
voditi poslovne knjige
član društva
upravljati poduzećem i dijeliti obveze i dobit
biti neograničeno pravno odgovoran za dugove i obveze
platiti porez na dohodak na svoj udio u dobiti društva
sastaviti ugovor o partnerstvu (društveni ugovor)
registrirati se za plaćanje poreza na dodanu vrijednost (PDV)
ograničena osobna odgovornost komanditora
osobna neograničena pravna odgovornost komplementara
ograničena odgovornost dioničara
Uprava/Upravni odbor
godišnja glavna skupština dioničara
predati godišnje financijsko izvješće
najniži nominalni iznos temeljnog kapitala
povećati kapital javnom ponudom dionica na burzi

10. Key to the vocabulary exercise:
an incorporated business entity
a natural person / legal or artificial person
to fill in an annual self-assessment tax return
to keep records and accounts
a partner
to manage the business and share responsibilities and business’s profits
to be unlimitedly liable for debts and obligations
to pay income tax on his/her share of profit
to draw up a partnership agreement / deed of partnership
to register for value added tax (VAT)
limited personal liability of limited (sleeping) partners
unlimited personal liability of general partners
limited liability of shareholders
board of directors
shareholders’ annual general meeting (AGM)
to submit financial accounts
minimum share capital
to raise capital by issuing shares to the general public on a stock exchange / exchange market

11. Types of business entities
Find the following business entities on the web. What kind of business do they operate? What is their business structure?
Nestle
Jamie Oliver enterprises
Omega Dental
Flyingsolo
Salvus
RUSH HAIR LTD
Microsoft