Английский язык (стр. 6 )

Types of business organization in the United Kingdom

The simplest form of business organization is the sole trader or sole proprietor – one person who provides the capital (the money needed to start), has complete control of the business, keeps all profit ( or bears the loss), and has unlimited liability. It is not necessary to publish the accounts and there are no special legal requirements except that the name of the business must be registered if it is different from the owner’s name. It is easy to start this type of business, but it can be difficult to compete with large firms, and difficult to raise money for expansion. When people open small shops, or work for themselves as plumbers, decorators and so on, they are usually sole proprietors. These are ‘one-man business’ but they can, of course, employ others.

The amount of money available for investing in a business can be increased by forming a partnership of at least two people, who all contribute capital to the business and share the profit in agreed proportions. Like sole proprietors, partnerships have unlimited liability and there are no special legal requirements. Professional people such as doctors, accountants and solicitors often form partnerships.

Private limited company (PLC) has at least two but usually not more than fifty members who provide the capital which is divided into shares. A private limited company is controlled by a Board of Directors elected by the shareholders – one share, one vote. Shares can be transferred only with the agreement of other shareholders and cannot be offered for sale to the general public. The profit is distributed to the shareholders in proportion to the number of shares they own. A private limited company has limited liability and this is indicated by the letters LTD after its name. There are several legal requirements, including the submission of a Memorandum of Association and other documents to the Registrar of Companies when the company is set up, and the publication of annual accounts. Many medium sized companies in manufacturing and retailing are of this type. They do not usually become very large since they must obtain capital for expansion either from the profits or by borrowing from a bank.

Sometimes a private limited company becomes a Public limited company, which must put the letters PLC after its name. A PLC has at least two members but no maximum since it can offer its shares for sale to the public and may, therefore, have hundreds of thousands of shareholders, who have one vote for each share they own. Like private limited companies, PLCs have limited liability, must have a Memorandum of Association, publish their accounts and are subject to many legal requirements as set out in the Companies Act, 1995. The shareholders are the owners of the company and elect the Board of Directors who controls it. Shareholders cannot sell their shares back to the company but they can sell their shares to people who wish to buy on the Stock Exchange. The price of shares will go up of the PLC is making good profits and will go down if it is not doing so well. That part of the profit which is not re-invested in the company is paid out to shareholders as a dividend. It is possible for anyone who succeeds in buying 51% of the shares to gain control of a PLC.

II.  Answer the questions:

What is the simplest form of a business organization in the UK? Is it necessary to publish accounts for a sole proprietor? When must the owner’s name be registered? What are advantages and disadvantages of a sole proprietorship? Who usually opens ‘one-man’ business? How can the amount of money available for investing be increased? How many people can form a partnership? What liabilities and legal requirements does a partnership have? Who usually organizes a partnership? How many members are there in a private limited company? Who is it controlled by? How is the profit distributed? Does a Private Limited Company have any legal requirements? What industries do these companies work in? Why don’t they usually become large? How many shareholders does a Public limited company have? Does it have any liabilities or legal requirements? Who are the owners of the Public limited company? Where can their shareholders sell their shares? When will the price of shares go up or down?

III.  True or False?

The simplest form of business organization in the UK is ‘a small business”. A sole proprietor is one person who provides the capital and has a complete control of the business. It is necessary for a sole proprietor to publish the accounts and there are some special legal requirements for him. It is difficult for a sole proprietor to compete with large firms. But it is easy for him to raise money for expansion. The amount of money can be increased by forming a corporation. Like sole proprietors, partnerships have unlimited liability and there are no special legal requirements. Private Limited Company usually has more than 100 members. Private Limited Company shares can be offered for sale to the general public. The Private Limited Company profit is distributed to the shareholders in proportion to the number of shares they own. Private Limited Company usually becomes very large. Public Limited Company can offer its shares for sale to the public. It can’t have more than fifty shareholders. The Board of Directors controls Public Limited Company The Public Limited Company shareholders can sell their shares back to the company

IV. Match the equivalents:

1. Product manager	a) Годовой отчет
2. Retailing	b) Помощник руководителя
3. Shareholders	c) Совет директоров
4. Subordinate	d) Внести капитал
5. Superior	f) Ограниченная ответственность
6. Contribute capital	g) Товарищество
7. Annual accounts	h) Частная акционерная компания
8. Limited liability	i) Менеджер, ответственный за производство и реализацию
9. Board of directors	j) Предоставлять капитал
10. Partnership	k) Публичная акционерная компания
11. Private limited company	l) Собрать капитал
12. Provide capital	m) Подчиняться кому-либо
13. Raise money	n) Розничная торговля
14. Sole trader	o) Акция
15. Stock exchange	p) Акционеры
16. Unlimited liability	q) Единоличный торговец
17. Assistant to manager	r) Подчиненный
18. Public limited company	s) Начальник
19. Report to	t) Неограниченная ответственность
20. Share	u) Фондовая биржа

V. There are four main types of legally constituted company. Each type of company has different characteristics. Tick the correct characteristics for each business type, or write ‘possibly’ if the characteristic could apply:

	Single individual owns a company	Two or more owners are directors	Quoted on stock exchange	Workers run the company	Unlimited liability	Limited liability	Owner is self-employed
Public limited company
Private limited company
Sole proprietor
Partnership

Text C

A Loan Agreement

Article 3 Repayment of the loan, prepayment

The Loan should be repaid in nine (9) equal semiannual installments in accordance with the schedule set out in Exhibit B attached hereto.

The Borrower shall have the right to prepay the then outstanding balance of the LOAN in whole on any Interest Payment Day only, without any premium or penalty, as long as at least 60 calendar days prior written notice is given, together with the Interest accrued and any other amounts then due.

Each reference herein to Dollars is of the essence. The obligations of the Borrower in respect of any amount due hereunder shall, notwithstanding any payment in any other currency (whether pursuant to a judgement or otherwise), be discharged only to the extent of the amount in Dollars that the Lender may, in accordance with normal banking procedures, purchase with the sum paid in such other currency (after any premium and cost of exchange) on the business day immediately following the day on which the Lender receives such payment. Any obligation of the Borrower not discharged by such payment shall be due as a separate and independent obligation and until discharged as provided herein, shall continue in full force and effect.

The Borrower shall use the Loan solely for the payment on behalf of the Buyer of the purchase price of the Equipment purchased by the Buyer under Addendum. The parties hereto to explicitly understand and agree that, notwithstanding any dispute, breach or default concerning the purchase Contract and/ or the Addendum, the provision of this Agreement, including, without limitation, the Borrower’s obligations to fully repay the Loan and pay all Interest as provided for herein, shall unchanged and fully enforceable by the parties hereto.

Article 4. Expenses, Fees

1.  The Borrower agrees, whether or not any of the transaction hereby contemplated are consummated (except where the transaction are not consummated due to the Lender’s default to bear and pay all reasonable expenses including but not limit to the legal fees incurred by the Lender in relation to the negotiation, preparation, modification and execution of this Agreement (hereinafter called ‘the Documentation Expenses’), the Borrower shall reimburse the Lender within thirty (30) days after receipt by the Borrower of the Lender’s reasonably is ported invoices for the Documentation Expenses. The amounts the Documentation Expenses to be reimbursed by the Borrower as the Documentation Expenses incurred during the due period and including the Drawdown Date shall not exceed One The sand United States Dollars (USD 1,000) as far as the expenses are imposed by Russia, United Kingdom and Japan.

2.  If the Borrower fails to pay when due any amount hereunder Borrower shall pay upon demand with supported invoices further amounts as shall be sufficient to cover the reason, costs, and expenses, including reasonable legal fees, incurred the Lender in enforcing any of its rights hereunder (Enforcement Expenses). The Documentation Expenses and the Enforcement Expenses are hereinafter collectively referred to as ‘Expenses’.

3.  The Borrower shall bear all its own costs and fees including legal fee for Borrower’s legal opinion.

4.  As a management fee, the Borrower shall pay to the Lender amount of Four Thousand Ninety Six point Zero Two United States Dollars (USD 4,096.02), hereinafter called ‘the agreement Fee’, within thirty (30) days after signing this Agreement, the Management Fee shall be nonrefundable.

Unit 4

Text A

Joint-Stock Company

Vocabulary

Legal structure of business	Правовая организация бизнеса
Joint-stock company	Акционерное общество
Legal person	Юридическое лицо
Natural person	Физическое лицо
Clause	Статья (договора)
Company’s name	Название компании
Private company	Частная компания
Public company	Государственная компания
Registered office	Официальный адрес правления компании
Apply for registration	Подать заявление на регистрацию
Objects	Цель (образования компании)
Capital	Капитал
Company’s authorized capital	Уставной капитал (фонд) компании
Fixed nominal value	Установленная номинальная стоимость
Subscribers	Подписчики (капитала)
Articles of association	Устав акционерного общества
Bind (v)	Обязывать
Resign (v)	Подать в отставку
Re-election	Переизбрание
Trustee	Доверительное лицо
Managing director	Генеральный директор
Chairman	Председатель (правления)
Run an organization	Управлять организацией
Top management	Высшее исполнительное руководство
(Managing) board	Правление
Extraordinary general meeting	Внеочередное собрание акционеров
Incorporation	Регистрация компании
Paid-up share capital	Полностью оплаченный акционерный капитал
Convene the meeting	Созывать собрание
Non-profit making	Некоммерческое производство
Debentures	Долговое обязательство
Holding company	Холдинг
Limited partner	Партнер с ограниченной имущественной ответственностью
Deed of partnership	Акт о товариществе
Sleeping partner	Негласный партнер
Dissolution	Роспуск
Realization account	Счет реализации
Indebtedness	Задолженность
Insolvency	Неплатежеспособность
Winding-up	Ликвидация
Compulsory liquidation	Принудительная ликвидация
Voluntary liquidation	Добровольная ликвидация
Liquidation committee (commission)	Ликвидационная комиссия

I.  Read the text and translate it into Russian: