Assignment Business Organization Forms and Intellectual Property Rights

You and a close friend at PCC complete your Associate degrees and transfer, finish 4-year University Degrees and go on to graduate school. Your friend becomes a scientist and you become an attorney. (Choose a friend or classmate from PCC and use their name, and yours, to complete this assignment.) Your friend starts a biomedical research business in Los Angeles, and has retained you as her/his companys business attorney.

Part A: Business Organization Form

Name: Your friends company will be called [YOUR FRIENDS LAST NAME] BIOMEDGEN, [business form designation].

Goal: Your friends goal is to one day have a thriving bio-medical company that will save peoples lives and cure diseases, as well as make him/her very wealthy. Operations - multiple streams of commerce will include:

1. Researching and developing new medical instruments and machines

2. Manufacturing medical instruments and machines (both the companys own inventions, and those invented or owned by other companies)

a. Overseas manufacturing or outsourcing to other companies is envisioned as a possible an option

3. Research and developing medicines and pharmaceuticals

4. Manufacturing medicines and pharmaceuticals (both the companys own products, and those discovered or owned by other companies)

a. Overseas manufacturing or outsourcing to other companies is envisioned as a possible an option

Interests and concerns:

* Your friend wants to go BIG one day and envisions a multinational multi-million dollar business, however right now the business is just starting up and there is little capital and no assets other than the owner (your friends brain and whatever he/she has access to).

* Your friend wants to get started right away because he/she has been offered paying business contracts just waiting on you.

* Your friend does not mind sharing some of the business if it is necessary to grow, and in the future would rather focus on research than the nuts and bolts of running day-to-day business functions

* Your friend, however, also believes if he/she is the one starting everything (the entrepreneur) he/she should always be able to have the lions share (biggest share) of the rewards. While the immediate contract projects your friend has been offered are decent, your friend will need to raise significant investment capital to realize his/her growth vision.

* Your friend wants to be able to cash out one day, but maybe still be involved to stay busy he/she is not sure.

*Your friend does not like paying too much taxes. Since you are the legal expert your friend trusts more than anyone else, they have asked you to decide which type of business organization entity form to use in forming their business.

Your choices are:

1. Sole Proprietorship

2. General Partnership

3. Limited Partnership

4. Limited Liability Company

5. C-Corporation

In light of your friends interests and concerns, differentiate between each of these business forms by identifying, describing and distinguishing the characteristics of each, in terms of

1. Method of creation (ease, expense and speed of formation)

2. Legal Position and Liability of owners

3. Transferability of ownership interests and Raising capital

4. Management and control by owner

5. Taxation

Based on your friends interests and concerns, which business entity form would you choose to start his/her business?

Briefly discuss why would you choose that business form?