Overview of business forms and the partnership framework across major jurisdictions

Notes

7 July 2025 Comparative Company Law Study Notes MODULE 1: Business forms, choice and setup Business = an organization that carries out the production or exchange of goods or services with the goal of making a profit. Main Business Structures 1. Sole Proprietorship - Owned and operated by one individual - No legal distinction between the owner and the business - Simple setup, but the owner bears unlimited personal liability 2. General partnership - Two or more persons agree to carry out business together - Profits and losses are shared - Partners have joint and several liability 3. Limited Partnership - Includes general partners (manage the business and have full liability) - Includes limited partners (contribute capital, have limited liability, do not manage) 4. Corporation - Separate Legal Entity: A corporation exists independently from its owners and can act in its own name - Limited Liability: Shareholders are liable only up to the amount of their investment - Perpetual Existence: The corporation continues regardless of changes in ownership or management The Partnership Agreement (Contratto di società) Defined (based on the Italian Civil Code and similar across jurisdictions) as...