Briefly describe the legal structure of the sole proprietorship.
-sole proprietor owns the assets
-sole proprietor is ultimate decision-maker
-can be very complex
Explain how a sole proprietorship is formed.
-simply start carrying on business
III. LEGAL STATUS AND LIABILITY OF THE SOLE PROPRIETOR
What is the legal status of the sole proprietorship?
-no separate legal entity
Who owns the assets used in the sole proprietorship business?
-the sole proprietor –the “business”, by whatever name it is referred to, cannot own
property because it is not recognized as a legal person capable of owning property
Can the “business”, by whatever name it is referred to, be a party to a contract?
-no because it is not a legal “person” and therefore can not be a party to a contract – it has
no legal capacity to enter into a contract
Who is liable in contract and tort for the activities of the sole proprietorship business?
-the sole proprietor
What assets could creditors seek in the enforcement of a judgment arising out of the
conduct of the business of a sole proprietorship?
-the assets of the business and the sole proprietor’s personal assets
-and creditors of the sole proprietor in the sole proprietor’s non-business activities could
claim against both the sole proprietor’s personal assets and the business assets
What are the elements of the statutory requirement to register the business name under s.
88 of the Partnership Act?
(i) -in the business of trading, manufacturing or mining;
(ii) -not in partnership;
(iii) -the business name is not the sole proprietor’s name or the business name consists of
a phrase indicating a plurality of persons
What purposes might the registry arguably serve?
-identifying sole proprietor for the purposes of starting an action
-avoid deception caused by name suggesting plurality of persons
-avoiding passing off
How are sole proprietorships typically funded?
-investment of sole proprietor
Who controls the business decisions in a sole proprietorship?
-often major creditors impose limitations on the conduct of the business
How does one dissolve a sole proprietorship?
-stop carrying on the business
VIII. WHY THIS FORM
Explain why one might choose operate as a sole proprietor rather than through other
forms of business association?