Introduction to Business Organizations, 2/E
Diane M. Baldwin, Esq.
Frances B. Whiteside

ISBN-10: 0929563522
ISBN-13: 9780929563527

Publisher: Prentice Hall
Copyright: 1999
Format: Paper; 266 pp
Published: 01/01/1999

Suggested retail price: $43.40
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For courses in Business Law.

This text walks students through business organizations—sole proprietorships, partnerships, LLCs, and corporations (including not-for-profits)—from formation to dissolution. The essential elements of ways to do business are explored through examples of articles, agreements, resolutions and a state-specific chart of statutes. It includes drafting tips, checklists, and essentials of how to form, operate, maintain, merge or dissolve business organizations.

  • Short, uncomplicated chapters.
    • Avoids overwhelming students.

  • Sample articles, agreements, resolutions.
    • Familiarizes students with the types of materials they'll encounter in forming, converting, dissolving business organizations.

  • Lists of important terms and concepts—At the end of each chapter.
    • Provides a convenient study and review aid.

  • Glossary.
    • Helps students develop the vocabulary they'll need to communicate professionally on the job.



Introduction: Studying the Law of Business Organizations.


 1. The Basic Concept of Agency.


 2. More Basic concepts of Agency.


 3. Types of Business Organizations.


 4. The Sole Proprietorship.


 5. The General Proprietorship.


 6. The Limited Partnership.


 7. The Registered Limited Liability Partnership.


 8. The Corporation.


 9. Creation of the Corporation.


10. Creation of the Corporation, II.


11. Getting Underway.


12. Shareholders and Shares.


13. Directors and Officers.


14. Operation of the Corporation.


15. Dissolution of the Corporation.


16. The Limited Liability Company.


17. Changes in Corporate Structure.


18. The Corporate Paralegal.


19. Ethics.


Glossary.


Appendix A: Sample Assured Name Certificate for an Unincorporated Entity.


Appendix B: Sample Certificate of Limited Partnership.


Appendix C: Checklist for Incorporation.


Appendix D: Sample Articles for a Business Corporation.


Appendix E: Sample Article for a Nonprofit Corporation.


Appendix F: Sample Articles for a Professional Corporation.


Appendix G: Sample Written Consent in Lieu of Organizational Meeting.


Appendix H: Sample Resolutions of Shareholders and Sole Director.


Appendix I: Statutes Authorizing Action by Written Consent.


Appendix J: Sample Officer's Certificate.


Appendix K: Sample Minutes of a Telephone Meeting.


Appendix L: Sample Shareholders' Agreement.


Appendix M: Sample Assignment of Shares.


Appendix N: Sample Articles of Merger.


Appendix O: Sample Articles of Conversion.


Appendix P: Sample Articles of Organization of Limited Liability Company.


Appendix Q: Comparison of LLC to a Partnership.


Appendix R: Comparison of LLC to S and C Corporations.


Index.

Diane M. Baldwin, Esq., is an educator, attorney and literacy advocate in Dallas, Texas. She is a graduate of the University of Texas at Arlington and holds a J.D. from Southern Methodist University School of Law in Dallas. Baldwin is on the faculty of the Dallas public schools and teaches in the paralegal studies baccalaureate degree program at Texas Wesleyan University in Fort Worth, Texas. She has written for the State Bar of Texas' Journal, the Dallas Bar Association's Headnotes, and The Paralegal Educator.

Frances Beall Whiteside is editor of the National Paralegal Reporter, published by the National Federation of Paralegal Associations. A practicing corporate paralegal from 1984-1998, she was president of her local professional association in Dallas, Texas, and named its 1994 Paralegal of the Year. She has taught in three paralegal studies programs and has been a speaker for numerous seminars around the nation on paralegal ethics and nontraditional careers for paralegals. She edits the study manual for PACE (Paralegal Advanced Competency Exam). Whiteside edits textbooks for and contributes to the newsletter of Pearson Publications Company. She holds M.L.A. and B.A. degrees from Southern Methodist University and a paralegal certificate from California State University at San Bernardino. Her email address is editor@paralegals.org.

Baldwin and Whiteside have co-authored articles for Legal Assistant Today and the National Paralegal Reporter. Their companion book, Introduction to Contracts, also published by Pearson, is in its fourth edition.

Since the first edition of this book was published in 1995, significant changes have taken place in the world of business.

  • The terms "home-based business" and "telecommuting" have become commonplace.
  • The Internet has made stunning amounts of information available to anyone able to operate a computer.
  • Limited liability company statutes have been created in every state
  • The Internal Revenue Code has been amended to provide among other things, changes in Subchapter S provisions for small corporations

Two things have not changed, and probably never will: contracts and collections. While this volume can stand alone, combining it with the authors' Introduction to Contracts and Barbara Kirby's Red and Black will give the reader a firm grounding in the basic principles of business law.

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