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General Information

Course ID (CB01A and CB01B)
PARAD092A
Course Title (CB02)
Partnerships and Corporations
Course Credit Status
Credit - Degree Applicable
Effective Term
Fall 2024
Course Description
The course focuses on substantive and procedural law of basic business organizations, including sole proprietorships, partnerships, corporations, and limited liability companies and partnerships.
Faculty Requirements
Discipline 1
[Law]
FSA
[FHDA FSA - LAW]
Course Family
Not Applicable

Course Justification

This course is in a CTE program and is CSU transferable. It was developed in response to a recommendation from the advisory board that the program have a specific course that covers the creation and legal management of business enterprises. This course belongs on the degree programs in Paralegal Studies. This course was developed to fulfill a special need for training in an area of law that the local legal market specializes in.

Foothill Equivalency

Does the course have a Foothill equivalent?
No
Foothill Course ID

Course Philosophy

Formerly Statement

Course Development Options

Basic Skill Status (CB08)
Course is not a basic skills course.
Grade Options
  • Letter Grade
  • Pass/No Pass
Repeat Limit
0

Transferability & Gen. Ed. Options

Transferability
Transferable to CSU only

Units and Hours

Summary

Minimum Credit Units
4.0
Maximum Credit Units
4.0

Weekly Student Hours

TypeIn ClassOut of Class
Lecture Hours4.08.0
Laboratory Hours0.00.0

Course Student Hours

Course Duration (Weeks)
12.0
Hours per unit divisor
36.0
Course In-Class (Contact) Hours
Lecture
48.0
Laboratory
0.0
Total
48.0
Course Out-of-Class Hours
Lecture
96.0
Laboratory
0.0
NA
0.0
Total
96.0

Prerequisite(s)

PARA D094. or ADMJ D009. or PARA D009. or POLI D009. (either course may be taken concurrently) or professional experience appropriate to the topic

Corequisite(s)

Advisory(ies)

ESL D272. and ESL D273., or ESL D472. and ESL D473., or eligibility for EWRT D001A or EWRT D01AH or ESL D005.

Limitation(s) on Enrollment

Entrance Skill(s)

General Course Statement(s)

Methods of Instruction

Lecture and visual aids

Discussion of assigned reading

Viewing, analysis, critique of assigned videos

Written reports and essays

Homework and extended projects

Collaborative learning and small group exercises

Collaborative projects

Discussion and problem-solving performed in class and/or through online course delivery

Guest speakers

Homework and extended projects

Quiz and examination review performed in class and/or through online course delivery

Assignments

  1. Oral
    1. Class discussion
    2. Small group discussion on current course related topics
    3. Client interview role playing exercises
  2. Writing
    1. Objective and essay quizzes
    2. Drafting partnership and corporate documents
    3. Analyze documents related to business organizations
    4. Analyze relevant code sections and case law
    5. Objective and essay final examination
  3. Reading
    1. Assigned readings from text and other references, including Internet materials 
    2. Assigned readings from codes and regulations
    3. Assigned video viewing

Methods of Evaluation

  1. Written examinations testing student knowledge of various business types as well as the laws relating to the creation and management of business entities.
  2. Written projects that show student ability to create various types of business entities as well as aid in the future management of a business.
  3. Oral assignments demonstrating student ability to interview new clients to the law office.
  4. Individual and group presentations demonstrating understanding laws and regulations applicable to business organizations.
  5. Final examination testing student knowledge of business organizations.

Essential Student Materials/Essential College Facilities

Essential Student Materials: 
  • None
Essential College Facilities:
  • None

Examples of Primary Texts and References

AuthorTitlePublisherDate/EditionISBN
Bouchoux, DeborahFundamentals of Business Organizations for ParalegalsAspen Publishing7th Ed., 20229781543826920; 9781543826937
Rhee, RobertLLCs, Partnerships, and CorporationsWest Academic20219781636592336

Examples of Supporting Texts and References

None.

Learning Outcomes and Objectives

Course Objectives

  • Locate and examine sources of California and federal law regulating the structure and operation of business organizations.
  • Compare and contrast the characteristics of different types of business organizations
  • Discuss procedures and review documents required for forming a sole proprietorship
  • Explain procedures and analyze documents for formation and dissolution of general partnerships and limited liability companies
  • Explain procedures and analyze documents for formation, operation and dissolution of limited partnerships
  • Construct procedures and documents for formation of domestic business corporations
  • Identify procedures and documents for operation of a business corporation
  • Describe circumstances resulting in dissolution of corporations and legal requirements for finalizing dissolution
  • Explain basic corporate financial structure and analysis of state and federal securities regulations for non-public corporations
  • Describe the California International Business Relations Program and explanation of how corporations from foreign countries become authorized to do business in California
  • Assess influences on the paralegal caused by gender, cultural and age factors of domestic and foreign business clients

CSLOs

  • Compare and contrast the different types of California business organizations.

  • Outline the processes for formation and dissolution of each type of California business organization.

  • Recommend the correct course of action based on hypothetical fact scenerios regarding business formation.

Outline

  1. Locate and examine sources of California and federal law regulating the structure and operation of business organizations.
    1. California Corporation Code
    2. California Business and Professions Code
    3. Rules of the California Corporation Commissioner
    4. California case law
    5. Rules of the Securities and Exchange Commission
  2. Compare and contrast the characteristics of different types of business organizations
    1. Sole proprietorships
      1. Ownership and management
      2. Liability of parties
      3. Taxation of business
      4. Effect of death of parties
    2. General and limited partnerships
      1. Ownership and management
      2. Liability of parties
      3. Taxation of business
      4. Effect of death of parties
    3. Business corporations
      1. Ownership and management
      2. Liability of parties
      3. Taxation of business
      4. Effect of death of parties
    4. Limited liability companies and partnerships
      1. Ownership and management
      2. Liability of parties
      3. Taxation of business
      4. Effect of death of parties
  3. Discuss procedures and review documents required for forming a sole proprietorship
    1. Procedures for forming sole proprietorships
      1. State regulations
      2. Local regulations
    2. Documents required for sole proprietorships
      1. Fictitious Name Statement
      2. Local and state regulations
  4. Explain procedures and analyze documents for formation and dissolution of general partnerships and limited liability companies
    1. Outline of procedural steps in forming a general partnership
      1. Selection of name
      2. Government formalities
      3. Preparation of the agreement
      4. Securities concerns
    2. Documents for formation of partnership or limited liability companies
      1. Fictitious name statement
      2. Partnership agreement
      3. Limited liability companies registration with Secretary of State
      4. Documents required by securities regulations
    3. Dissolution and termination of partnership or limited liability companies
      1. Causes
      2. Continuation of partnership
      3. Procedural and document formalities
  5. Explain procedures and analyze documents for formation, operation and dissolution of limited partnerships
    1. Outline of procedural steps in forming and operating a limited partnership or limited liability companies
      1. Selection of name
      2. Government formalities
      3. Preparation and filing of Limited Partnership Agreement and Limited Partnership Certificate
      4. Securities concerns
      5. Changes in general or limited partners
      6. Amendments and mergers
    2. Documents for formation of limited partnership
      1. Fictitious name statement
      2. Reservation of partnership name
      3. Partnership agreement
      4. Limited Partnership Certificate
      5. Documents required by securities regulations
    3. Documents for operation of limited partnership
      1. Amending the Limited Partnership Certificate
      2. Certificates of Merger
      3. Certificates of Continuation
    4. Dissolution and termination of limited partnership
      1. Causes
      2. Continuation of partnership
      3. Procedural and document formalities
  6. Construct procedures and documents for formation of domestic business corporations
    1. Formation of a business corporation
      1. Preincorporation responsibilities and share subscriptions
      2. Selection and reservation of corporate name
      3. Preparing and filing the Articles of Incorporation
      4. Requirements of organizational meeting
      5. Adopting Bylaws
      6. Authorization for stock issuance
    2. Formation requirements for special corporate forms
      1. Close corporations
      2. Professional corporations
    3. Drafting documents for formation of a business corporation
      1. Ethical requirements of attorney supervision
      2. Articles of Incorporation
      3. Minutes of organizational meeting
      4. Bylaws
      5. Shareholder agreements
      6. Minutes of shareholder meeting
      7. Notice of stock issuance
      8. Buy out agreements
  7. Identify procedures and documents for operation of a business corporation
    1. Corporate meetings
      1. Types and purposes
      2. Organizational meetings
      3. Directors regular and special meetings
      4. Shareholders meetings
      5. Action without meeting
    2. Change in corporate structure
      1. Amendment of articles
      2. Merger and consolidation
      3. Sale, mortgage
      4. Rights of dissenting shareholders
    3. Analysis of documents related to operation of a business corporation
      1. Minutes of director and shareholder meetings
      2. Amendments to articles
      3. Corporate resolutions for mergers and consolidations
  8. Describe circumstances resulting in dissolution of corporations and legal requirements for finalizing dissolution
    1. Voluntary dissolutions
    2. Involuntary dissolutions
  9. Explain basic corporate financial structure and analysis of state and federal securities regulations for non-public corporations
    1. Types of securities
    2. Shares
    3. Consideration
    4. Preemptive rights
    5. State and federal regulations for issuance of shares upon initial organization
    6. State and federal regulations for issuance of shares after initial organization
  10. Describe the California International Business Relations Program and explanation of how corporations from foreign countries become authorized to do business in California
    1. Purpose of International Business Relations Program
    2. Provisions of International Business Relations Program
    3. Appointment of agent for service of process
    4. Documents required by Secretary of State
  11. Assess influences on the paralegal caused by gender, cultural and age factors of domestic and foreign business clients
    1. The paralegal role
      1. Interviewing clients
      2. Reviewing client documents
      3. Drafting legal documents for attorney review
      4. Special ethical concerns with unauthorized practice of law and conflict of interest
    2. Assessing accuracy and completeness of information obtained from client
    3. Explaining legal requirements and procedures to business clients of diverse gender, cultural background and age
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