A fictional legal memorandum Corporate Law

The fictional memorandum is based on corporate law in the netherlands, so laws must be Dutch law. please use IRAC format when possible. Instructions follow:

On a Friday night, during a birthday party, lawyer Antoine Ziphore LL.B. discussed the start up of an enterprise with his friend Xavier. Xavier is an artisan, specialized in terracotta pots. He normally buys huge quantities of material and uses expensive machines to produce the pots. He has still to repay the personal loan of the bank for these machines. The new enterprise of Xavier would entail the employment of two assistants, the use of a medium sized business premises and an investment in marketing and distribution networks to sell his pots. Xavier tells Antoine that he had heard that starting an enterprise entailed a minimum investment of EUR 120,000, money he did not have. Furthermore, he indicated that he did not want to create any risks for the inheritance of his girlfriend Yvonne with his business plans. He had been told that creditors of his business could easily satisfy their claims on Xavier by way of his girlfriend’s inheritance.

On his way home, Antoine marveled at the amount of misinformation Xavier had received and decided to help him out. He planned to call him on Monday morning. On Sunday afternoon Antoine while waiting for his 18 year old daughter Marianna who was having a horse riding lesson, pulled out his notepad and wrote down some general remarks pertaining to the situation of Xavier. He reflected on the lectures of his old Professor Small on the function of businesses in the economy, the history and various forms of enterprises and the consequences that these forms have on issues like ownership, transferability of ownership, liability of the entrepreneur and/or matrimonial patrimony, as well as the influence of European law had on his country’s corporate law in this respect.

Prior to calling Xavier on the next Monday, Antoine instructed his undergraduate trainee to draft an office memorandum on the issues raised by Xavier. As a gesture to Xavier he supplied Xavier with the memorandum of his trainee free of charge.

You are that trainee and you draft the memorandum on the following issues, (1i the difference between business in the form of a legal entity (legal person) vs. business in the form of a sole proprietorship (non-legal person), (2) whether or not Xavier should be advised to set up a business in the form of a legal entity, (3) the liability of Xavier’s girlfriend to creditors of such a legal entity set up by Xavier, (4) the position of the bank after formation of the legal entity. If needed, select one of the member states of the EU as point of reference.

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