BACHELOR OF BUSINESS ADMINISTRATION

ASSIGNMENT
ON
BUSINESS LAW
Batch: 2022-2025
Submitted By Assignment Guide
(Sanchita Gambhir) (Ms.Asha Mishra
((01127901722) (Professor)

Trinity institute of Innovations in professional studies

(Affiliated To Guru Govind Indraprastha University)
Ques-01) what is endorsement & also explain the types
of endorsement?
Ans) Endorsement refers to the act of signing, typically on the
back of a negotiable instrument, to transfer, assign, or endorse
the rights represented by that instrument to another person.
This is common in the context of checks, promissory notes, and
bills of exchange. Endorsement is crucial for the negotiation and
transfer of such financial instruments.

Types of Endorsement:
1. Blank Endorsement:
- In a blank endorsement, the endorser simply signs the back
of the instrument without specifying a particular endorsee.
- The instrument becomes payable to the bearer, and it can be
transferred by delivery.

2. Special or Full Endorsement:

- In a special endorsement, the endorser not only signs the
instrument but also specifies the person to whom or to whose
order the payment is to be made.
- This restricts the negotiability to the specified person or entity.

3. Restrictive Endorsement:
 - A restrictive endorsement restricts the further negotiation or
transfer of the instrument. Common phrases include "For
Deposit Only" or "For Collection Only."
- It limits the rights of subsequent holders and directs the
action to be taken.

4. Conditional Endorsement:
- A conditional endorsement imposes certain conditions on
the payment of the instrument. The payment is made subject to
the fulfillment of those conditions.
- If the conditions are not met, the endorsement may be
invalid.

5. Qualified Endorsement:
- A qualified endorsement disclaims liability by the endorser.
Common phrases include "Without Recourse."
- The endorser is not responsible if the instrument is
dishonored.

6. Facultative Endorsement:
- This type of endorsement authorizes the endorsee to further
negotiate the instrument but does not impose an obligation on
them to do so.
 - It provides flexibility to the endorsee.
Ques-02) write down the essential elements of a
company. Also explain the 2 types of company.
Ans) Essential Elements of a Company:

1. Incorporation: A company is a legal entity created by law. It

must be registered and incorporated under the relevant
regulatory authority.

2. Separate Legal Entity: A company is distinct from its owners.

It has its own legal identity, and its actions and liabilities are
separate from those of its shareholders.

3. Limited Liability: Shareholders' liability is generally limited to

the amount unpaid on their shares, providing a shield against
personal liability for the company's debts.

4. Perpetual Succession: A company has perpetual existence,

meaning its life is not affected by changes in ownership. It
continues to exist until legally dissolved.

5. Common Seal: Traditionally, companies use a common seal to

execute documents. However, in many jurisdictions, the use of
a common seal has been replaced by other methods of
execution.

6. Transferability of Shares: The shares of a company are

transferable, subject to any restrictions in the company's
articles of association.

7. Capital Structure: Companies have a share capital divided

into shares. The ownership of the company is represented by
the shareholders' ownership of these shares.

Types of Companies:

1. Private Limited Company:

- Ownership: Owned by a small group of individuals (private
shareholders).
- Restrictions on Share Transfer: Shares cannot be freely
traded, and the transfer is usually subject to approval by other
shareholders.
- Privacy: Generally, there are fewer disclosure requirements
compared to public companies, offering more privacy.
2. Public Limited Company:
- Ownership: Owned by the public through shares traded on
the stock exchange.
- Share Transferability: Shares are freely transferable, allowing
the public to buy and sell them on the stock market.
- Capital Raising: Public companies can raise substantial capital
by issuing shares to the public through Initial Public Offerings
(IPOs).
Ques-03) define the term partnership. How the
partnership firm is registered? Also discuss rights and
duties of partner.
Ans) A partnership is a form of business organization where two
or more individuals (or entities) join together to carry on a
business with the aim of making a profit. In a partnership, the
partners share the profits, losses, and management
responsibilities based on the terms outlined in a partnership
agreement.

Registration of Partnership Firm:

While partnership registration is not mandatory, it is advisable

to register for certain legal benefits. The process typically
involves:
1. Choosing a Name: Select a unique name for the partnership.

2. Preparation of Partnership Deed: Draft a partnership deed

outlining the terms and conditions of the partnership, including
profit-sharing ratios, capital contributions, roles of partners, etc.

3. Application Submission: Submit the partnership deed along

with the prescribed form and fees to the Registrar of Firms in
the respective jurisdiction.

4. Verification and Registration: The Registrar verifies the

documents, and upon satisfaction, registers the partnership and
issues a Certificate of Registration.

Rights and Duties of Partners:

1. Rights of Partners:
-Equal Profit Sharing: Unless otherwise specified in the
partnership agreement, profits are typically shared equally
among partners.
 - Management Participation: Partners have the right to
participate in the management and decision-making processes
of the business.

2. Duties of Partners:
- Duty of Loyalty: Partners must act in good faith and in the
best interest of the partnership. They should avoid conflicts of
interest.
- Duty of Care: Partners are required to exercise reasonable
care and diligence in carrying out their duties for the
partnership.
- Duty of Disclosure: Partners must disclose any information
relevant to the partnership's affairs and finances.

3. Joint and Several Liability:

- Partners are jointly and severally liable for the debts and
obligations of the partnership. This means that each partner is
individually responsible for the entire debt if the partnership
assets are insufficient.

Understanding and adhering to these rights and duties help

maintain a healthy and transparent partnership dynamic. It's
crucial to have a well-drafted partnership agreement to clearly
define these aspects and avoid potential conflicts.

Ques-04) write a short note on formation and

incorporation of LLP. How partnership is converted into
LLP?
Ans) A Limited Liability Partnership (LLP) is formed by two or
more individuals or entities who subscribe to a written
agreement, known as the LLP Agreement. This agreement
outlines the rights and duties of the partners within the LLP. The
process typically involves:

1. Reservation of Name: Choose a unique name for the LLP and

get it reserved with the Registrar of Companies (RoC).

2. Partnership Agreement: Draft an LLP Agreement specifying

the roles, responsibilities, and profit-sharing arrangements
among partners.

3. Incorporation Document Submission: Submit the

incorporation documents, including the LLP Agreement, to the
RoC along with the prescribed fee.
4. Registrar's Approval: Once the documents are verified, the
RoC issues a Certificate of Incorporation, signifying the
formation of the LLP.

To convert a partnership into an LLP, partners need to follow

these steps:

1. Consent of Partners: All partners must consent to the

conversion and agree on the terms outlined in the LLP
Agreement.

2. Application Submission: File an application for the conversion

with the RoC, along with necessary documents, such as the LLP
Agreement and Statement of Assets and Liabilities.

3. Approval and Certificate: Upon verification, if the RoC is

satisfied, they will issue a Certificate of Incorporation, marking
the official conversion of the partnership into an LLP.

It's essential to comply with the regulatory requirements and

guidelines during these processes to ensure a smooth transition
and legal recognition of the LLP.