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ICAP PRC-3 · BUSINESS · CHAPTER 2

Ownership of Business

Organisation · Sole Proprietorship · Partnership · Company · Not-for-profit · Laws

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1

Chapter Overview — the Roadmap

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CENTRAL IDEA To achieve goals effectively and efficiently, the first step for the owner(s) is to decide the type of business organisation — the form of ownership: sole proprietorship, partnership or limited liability company.

AREA 1

Organisation of business Meaning & role of people

›

AREA 2

Types — business organisations Sole · partnership · company

›

AREA 3

Types — not-for-profit Public sector · NGO · clubs · co-ops

›

AREA 4

Laws governing business Companies Act 2017 · Partnership Act 1932

2

Key Definitions

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Teal terms = high exam priority

Organisation

A tool to arrange individual or combined resources for a specific purpose in an efficient and effective manner.

Business organisation

An entity formed to carry out activities to achieve its goals; a process of dividing tasks to enable co-operative activities of two or more people.

Sole proprietor

An individual who owns and operates his or her own business (may employ a few people). No legal formalities required.

Partnership

Ownership shared by at least two people (usually max 20). Co-owners = partners; together they form the ‘firm’.

General partnership

Full sharing in management; each partner has unlimited liability for business debts.

Limited partnership

≥1 general partner (unlimited liability) + ≥1 limited partner (liability limited to investment; no management role).

Limited liability partnership (LLP)

Similar to a general partnership, but partners are not personally liable for business debts & liabilities.

Company / Corporation

A legal entity created under government regulations; assets & liabilities separate from its owners.

Private limited company

Privately held — ownership restricted to a small group of investors (many small companies).

Public limited company

Publicly held — shares can be easily purchased or sold by investors (most large corporations).

Initial public offering (IPO)

“Going public” — a private company becomes public by selling shares traded on public markets.

Shareholders

Owners of a company; may receive dividends, sell/transfer shares, attend AGMs, elect the board, vote.

Not-for-profit organisation

Does not seek profit, but must operate within the limits of available funding & resources.

Cooperative

Association of persons (usually of limited means) who voluntarily form a jointly controlled business for a common economic goal.

3

Core Concept — the Ownership Decision

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WHO

Entrepreneurs establish a business

›

DECISION

Choose the form of ownership (i) Sole proprietorship (ii) Partnership (iii) Corporation / limited liability company

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EFFECT — THE CHOICE CAN AFFECT

Growth · Profitability · Risk · Overall value

4

The 3 Basic Forms at a Glance

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BasisSOLE PROPRIETORSHIPPARTNERSHIPLIMITED COMPANY
OwnersOne individualAt least 2; usually max 20Shareholders
LiabilityUnlimitedUnlimited for general partnersLimited — lose only amount invested
Setting upNo legal formalitiesAgreement — oral or ideally writtenIncorporated via charter / articles of association
Legal identity—Separate legal identity — its main feature
5

What IS a Business Organisation?

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WHY ORGANISE? Working independently may not allow individuals to achieve the desired outcome → an organisation arranges resources efficiently & effectively.

HOW IT WORKS Dividing tasks → system of co-operative activities among two or more people → accomplishment of common goals (whether run by an individual or a group).

PEOPLE SHAPE ORGANISATIONS People from diverse backgrounds → organisations strongly influenced by their

personalities, attitudes, perceptions, behaviours & expectations.

6

4 Features That Distinguish Organisations

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FeatureBusiness organisationsOther organisations (Study Text examples)
a) PurposeExist to make a profitPublic sector: provide benefits to the public — good government, health, education, policing, national defence
b) OwnershipCompanies owned by shareholdersPublic sector owned by government (representing the public); co-operatives owned by their members
c) FundingListed company: reinvested profits + new shares + borrowing from lendersCharities: government grants + private donations; public sector: government funds raised through taxation
d) AccountabilityManagement accountable to owners — directors accountable to shareholders for financial performanceMain reason companies produce annual reports and accounts

DESIGN DEPENDS ON An organisation’s basic design features depend on its type, the environment it operates in and the nature of its business — e.g. forming a bank or insurance company requires compliance with specific regulatory requirements.

7

Classification of Organisations

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ORGANISATIONS

↙                              ↘

A · BUSINESS ORGANISATIONS PRIMARY PURPOSE: PROFIT Engage in commercial activities

1. Sole proprietorship

One owner-operator

2. Partnership

• General • Limited • LLP

3. Limited company

• Private limited • Public limited

B · NOT-FOR-PROFIT ORGANISATIONS NO PROFIT MOTIVE Operate within limits of available funding

i. Public sector

State-funded government bodies

ii. NGOs

Partly/wholly non-government funded

iii. Clubs & societies

Members with common interest

iv. Cooperatives

Service to members & society

⚠ SELF-TEST Q4 Clubs & societies, NGOs, cooperatives and public sector organisations all fall under one term: Not-for-Profit Organisations (not

“social organisations”).

8

Sole Proprietorship

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KEY FEATURES

  • Owner owns & operates; may employ a small number
  • No legal formalities to set up
  • All profit after tax belongs to the owner
  • Full control; free to make all decisions — independence is a key attraction

WHAT THE OWNER MUST ACCEPT

  • Full responsibility for performance — pressure can far exceed an employee’s
  • Flexible hours; on call; may substitute for a sick employee
  • Continually monitor operations
  • Strong leadership, well organised, effective communication

EXAMPLES & SUCCESS FACTOR

Local restaurant Construction firm

Barber shop Laundry service

Clothing store

Prior experience in the market (often as an employee of a competitor — e.g. restaurant managers opening own restaurants) is critical to understand competition & customer behaviour.

9

Partnership — the Basics

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NUMBERS

2 20

minimum usual maximum

Exceptions to the maximum: e.g. accountants and solicitors.

TERMINOLOGY SELF-TEST Q5 A business co-owned by two or more people = a PARTNERSHIP. The co-owners = PARTNERS. Together the partners form the ‘FIRM’.

THE AGREEMENT Parties agree — orally or, ideally, in writing — to share profits and losses of a joint enterprise. A written agreement is recommended to prevent later conflicts.

10

Contents of a Written Partnership Agreement

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1 Partnership’s name

2 Its purpose

3 Each partner’s contribution

— financial, assets, skills/talent

4 Responsibilities & duties of

each partner

5 Compensation — salary,

profit & loss sharing

6 Admission of new partners

7 Sale of partnership interests

8 Resolving conflicts, dissolving

the business & distributing assets

11

Types of Partnership — Comparison

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BasisGENERAL PARTNERSHIPLIMITED PARTNERSHIPLLP
PartnersAll general partners≥1 general partner + ≥1 limited partnerSimilar to a general partnership
Liability KEYEach partner: unlimited liability for business debtsGeneral partner: unlimited; limited partner: limited to his/her investmentPartners not personally liable for business debts & liabilities
ManagementFull sharing in managementLimited partners do not participate in management—
ProfitsProfits & losses shared per agreementLimited partners share per agreement; general partner usually gets a larger share after limited partners recover their investment. Limited partners’ losses restricted to initial investment—
Typical usersProfessionals — lawyers, accountants, architectsHigh-risk investment projects — oil-drilling & real estate partnerships—
12

Partnership — Advantages & Disadvantages

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Study Text summary table

✓ ADVANTAGES

✓ Ease of formation with relatively low organisational cost

✓ Greater ability to raise funds — more owners

✓ Combined knowledge, skills & managerial expertise

✓ Flexibility in decision making

✓ Less regulatory burden than companies

✓ Business income taxed as personal income of each partner

✗ DISADVANTAGES

✗ Unlimited liability of partners for business debts & obligations

✗ Complexity in profit & loss sharing

✗ Difficulty in exiting or dissolving the partnership

✗ Potential for conflicts among partners

✗ Limitation of growth

13

Business Application — Which Partnership?

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Situations from the Study Text

Lawyers / accountants / architects → General partnership — every partner has unlimited liability.

High-risk oil-drilling / real estate → Limited partnership — investors join as limited partners; losses capped at investment.

Profits wanted, no management role → Limited partner — shares profits under the agreement, does not manage (Self-Test Q8: TRUE).

14

Limited Company — Core Features

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MAIN FEATURE

Separate legal identity from owners Legal entity created under government regulations

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THEREFORE

Assets & liabilities separate from owners

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RESULT

ALL owners have limited liability If the company fails, no personal funds used — owners lose only what they invested

RIGHTS OF A PERSON — A COMPANY CAN…

Receive, own & transfer property Enter into contracts Sue

Be sued in a court of law

BECOMING AN OWNER People become owners by purchasing shares. A company is created / incorporated through a charter or articles of association.

15

Private vs Public Limited Company

⚖️
BasisPRIVATE LIMITED COMPANYPUBLIC LIMITED COMPANY
OwnershipPrivately held — restricted to a small group of investorsPublicly held — shares easily purchased or sold by investors
Typical sizeMany small companiesMost large corporations
Selling shares—Sold when shareholders need money, are disappointed with performance, or expect the price not to rise — bought by another investor
Raising more fundsMay “go public” through an IPO to expand / take opportunitiesIssue new ordinary shares — bought by existing shareholders or new investors → funds expansion

PRIVATE LTD

Needs additional funds

›

IPO

Sells shares to be traded on public markets

›

NOW

Public limited company Can later issue new ordinary shares

16

Structure of a Company — 3 Key Components

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① SHAREHOLDERS (stockholders)

  • Owners — shares carry rights
  • Receive dividends
  • Sell / transfer shares at any time
  • Attend AGMs; vote per articles
  • Elect the board; each share generally = one vote

② BOARD OF DIRECTORS

  • Elected by shareholders to govern & oversee management
  • Set major goals & policies
  • Appoint senior officers
  • Supervise operations & finances
  • Size: small cos ≥3; large cos usually 10–15
  • Executive + non-executive directors; NEDs are independent of management → fresh perspective

③ MANAGEMENT (officers)

  • Appointed by the board; form top management
  • President & CEO, CFO, vice presidents, treasurer, secretary
  • Implement policies & achieve corporate goals
  • May also be board members and, sometimes, shareholders

Shareholders elect →

›

Board of directors appoint →

›

Officers / management implement policies

17

Company (Corporation) — Advantages & Disadvantages

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Study Text summary table

✓ ADVANTAGES

✓ Limited liability of shareholders

✓ Ease of transferring ownership

✓ Unlimited life — continuity not dependent on any owner

✓ Tax benefits and deductions

✓ Easier access to capital markets for growth

✓ Attract employees with specialised skills

✗ DISADVANTAGES

✗ Higher cost and complexity of formation

✗ Double taxation of corporate profits and dividends

✗ Greater regulatory control & compliance requirements

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Sole Proprietorship — Advantages & Disadvantages

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Study Text summary table

✓ ADVANTAGES

✓ Ease and low cost of formation

✓ Secrecy

✓ Distribution & use of profits solely by owner

✓ Greater flexibility and direct control

✓ Fewer government regulations

✓ Lower taxation

✓ Ease of dissolution

✗ DISADVANTAGES

✗ Unlimited liability of the owner for all business debts & obligations

✗ Difficulty in raising funds, which may inhibit growth

✗ Limited managerial skills and expertise

✗ Lack of continuity

✗ Difficulty attracting qualified employees — limited long-term opportunities

19

Same Theme, Three Forms — Side-by-side

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Built only from the Study Text summary table

ThemeSOLE PROPRIETORSHIPPARTNERSHIPCOMPANY
Liability✗ Unlimited (owner)✗ Unlimited (partners)✓ Limited (shareholders)
Formation✓ Easy, low cost✓ Easy, relatively low cost✗ Higher cost & complexity
Regulation✓ Fewer government regulations✓ Less burden than companies✗ Greater control & compliance
Taxation✓ Lower taxationIncome taxed as personal income of each partner✓ Tax benefits & deductions · ✗ Double taxation
Raising funds✗ Difficult — may inhibit growth✓ Greater ability (more owners) · ✗ limitation of growth✓ Easier access to capital markets
Skills & staff✗ Limited skills; hard to attract qualified staff✓ Combined knowledge & expertise✓ Attracts specialised employees
Continuity / exit✗ Lack of continuity · ✓ easy dissolution✗ Difficult to exit or dissolve✓ Unlimited life · ✓ easy ownership transfer
Control / decisions✓ Flexibility, direct control, secrecy✓ Flexible decisions · ✗ conflicts, complex P&L sharing—

⚠ DOUBLE TAXATION · SELF-TEST Q10 Companies pay income tax on profits, and dividends paid to shareholders are taxed again as personal

income.

20

Not-for-profit Organisations — 4 Types

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No profit motive · operate within available funding

i. PUBLIC SECTOR Government bodies funded by the state to achieve social objectives — quality education for all, basic healthcare, clean drinking water for every citizen.

ii. NGOs Not-for-profit organisations partly

or wholly funded from non-government sources — e.g. charities, clubs and societies.

iii. CLUBS & SOCIETIES Members drawn together by a common interest (sports, social clubs). Assets collectively owned by members; income mainly from subscriptions. Prepare income & expenditure accounts → surplus or deficit.

iv. COOPERATIVES Persons (usually of limited means) voluntarily form a jointly controlled business for a common economic goal. Equitable contributions; fair share of risks & benefits. Aim: render services to members & society — not profit.

TypeOwned / controlled byFunded byAim
Public sectorGovernment (as representative of the general public)The state — money raised through taxationSocial objectives / benefits to the public
NGOs—Partly or wholly non-government sources (charities: grants + private donations)Not-for-profit purposes
Clubs & societiesMembers — assets collectively ownedMainly members’ subscriptionsCommon interest of members; show surplus/deficit, not profit
CooperativesMembers — jointly controlledMembers’ equitable contributionsRender services to members & society
21

How Laws Affect Business

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THE LEGAL ENVIRONMENT

  • Current laws & regulations and the possibility of major new ones affect how businesses operate
  • Laws vary between countries
  • International regulations are accepted in some areas — e.g. banking

LEGAL CONSIDERATIONS → STRATEGIC DECISIONS (CAUSE → EFFECT) Favourable tax system → international company locates some operations there for tax

planning

Employment law differences / new legislation → affects decisions to relocate operations between countries

Environmental / health & safety legislation → affects how companies operate and the

design of products

22

Companies Law vs Partnership Law (Pakistan)

⚖️
BasisCOMPANIES ACT, 2017PARTNERSHIP ACT, 1932
Applies toBusinesses establishing a public or private companyPartnership businesses (firms)
Issued / regulatorIssued by the Securities and Exchange Commission of Pakistan (SECP); other corporate laws also apply—
CoversIncorporation, management, operations and winding up of companiesRegistration and dissolution of firms; rights and duties of partners
PurposeProtect interests of shareholders, creditors, other stakeholders & the public; promote good governance—
Compliance burdenCosts: incorporation, human resources, audit of financial statements, AGMs, record keeping, other statutory obligationsGreater ease of doing business — no annual filing of returns, no audit of financial statements, no AGMs
Risk / requirementNon-compliance → penalties; managers must understand costs of maintaining a company and risks of non-complianceRequires a clear understanding of partners’ rights and duties
23

Business Application — Choosing a Form

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ILLUSTRATIVE EXAMPLES · reasons from the Study Text

SituationPoints towardsReason (Study Text)
One person wants full control, no legal formalities, low set-up costSole proprietorshipIndependence; ease & low cost of formation
Professionals want to pool skills with less regulation than a companyGeneral partnershipCombined expertise; less regulatory burden
Owners must not risk personal funds; business should outlive ownersLimited companyLimited liability; unlimited life
Private company needs large funds for expansionGo public (IPO)Sell shares traded on public markets
Forming a bank or insurance companySpecific regulatory requirementsDesign depends on type, environment & nature of business
24

How This Chapter Can Be Tested

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1 Definition-based — organisation, sole proprietor, partnership, company, cooperative, IPO

2 Fill in the blank — “co-owned business = ___; partners form the ___” → partnership, firm

3 True / False — limited partners don’t manage (T); company has separate legal identity (T)

4 Classification — business vs not-for-profit; general vs limited vs LLP; private vs public

5 Term identification — tax on profits + tax on dividends → double taxation

6 Comparison — advantages/disadvantages of the 3 forms; Companies Act vs Partnership Act

7 Roles — shareholders elect board → board appoints officers → officers implement

8 Scenario — choose the suitable form of ownership for a described business

25

Exam Traps

⚠️

1 Partnership vs firm — The business = partnership; the partners together = the firm (Q5).

2 No legal formalities — True only for a sole proprietorship — not partnership or private company (Q3).

3 General partnership — Distinctive feature: ALL partners have unlimited liability (Q6).

4 Limited ≠ LLP — Limited partnership still needs ≥1 general partner with unlimited liability; in an LLP partners are not personally liable.

5 Limited partners — Do not manage; share profits per the agreement; losses capped at investment (Q8).

6 Company’s main feature — Separate legal identity (Q9) — limited liability follows from it.

7 Double taxation — Tax on company profits + tax on dividends as personal income (Q10) — not ‘unlimited liability’.

8 Who elects / appoints? — Shareholders elect the board (Q7); the board appoints officers (CEO, CFO…).

9 Private vs public — Private = small restricted group; becomes public via IPO; public raises more via new ordinary shares.

10 Clubs’ accounts — Income & expenditure account showing surplus/deficit — not a profit & loss account.

11 Umbrella term — Public sector, NGOs, clubs, cooperatives = Not-for-Profit Organisations (Q4).

12 Cooperatives — Owned by members; guiding objective is service, not profit.

13 Which Act? — Companies Act 2017 (SECP) vs Partnership Act 1932. Partnerships: no annual returns, audit or AGMs.

14 Partner numbers — Minimum 2; usual maximum 20 — exceptions e.g. accountants & solicitors.

15 Entrepreneurial organisation — Managed by its owner — a board taking all decisions, formal structure or complex operations are NOT its features (Q1: none).

16 ‘Organisation’ as a process — Dividing activities to enable co-operative activities of 2+ persons = organisation (Q2).

26

Decision Tree — Identify the Form of Organisation

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STEP 1 · IS THE PRIMARY PURPOSE TO MAKE A PROFIT?

YES → BUSINESS ORGANISATION · how many owners / what liability?

NO → NOT-FOR-PROFIT · who funds / owns it?

A

One individual owns & operates; no legal formalities → SOLE

PROPRIETORSHIP

D

Government body funded by the state for social objectives →

PUBLIC SECTOR

B

2+ co-owners by agreement: all unlimited & share management → GENERAL; some liability limited to investment, no management → LIMITED; partners not personally liable → LLP

E

Partly/wholly non-government funded (e.g. charity) → NGO

C

Separate legal identity, owners hold shares → COMPANY: small restricted group → private; shares easily traded → public

F

Members with a common interest, subscriptions → CLUB / SOCIETY; members’ jointly controlled business for a common economic goal → COOPERATIVE

27

MCQ Quick-clue Section

🎯

From the chapter Self-Test

No legal formalities to set up

›

Sole proprietor (Q3)

Dividing activities for co-operative work of 2+ persons

›

Organisation (Q2)

Umbrella term for clubs, NGOs, co-ops, public sector

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Not-for-profit (Q4)

Co-owned business / partners collectively form

›

Partnership, firm (Q5)

Distinctive feature of general partnership

›

All partners unlimited liability (Q6)

Shareholders elect a…

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Board of Directors (Q7)

Limited partners don’t manage but share profits

›

TRUE (Q8)

Tax on profits + tax on dividends

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Double taxation (Q10)

28

Key Numbers to Remember

📌

2

minimum partners

20

usual maximum partners

3

minimum directors (small cos)

10–15

directors in large cos

1

vote per share (generally)

2017

Companies Act

1932

Partnership Act

29

Examples Map — Which Form?

🧪

All examples from the Study Text

Sole proprietorship

Local restaurant

Construction firm

Barber shop

Laundry service

Clothing store

General partnership

Lawyers Accountants

Architects

Limited partnership

Oil-drilling partnerships

Real estate partnerships

Private limited company

Many small companies

Public limited company

Most large corporations

Public sector

Education for all

Basic healthcare

Clean drinking water

NGOs

Charities

Clubs and societies

Clubs & societies

Sports clubs Social clubs

30

Quick Memory Map

🧠
ConceptKey wordsCore idea
Organisationdivide tasks · co-operation · 2+ peoplearrange resources efficiently & effectively
4 distinguishing featurespurpose · ownership · funding · accountabilityhow organisations differ
Sole proprietorshipone owner · no formalities · full controlindependence, unlimited liability
Partnership2–20 · agreement · firmshared ownership; general / limited / LLP
Companyseparate legal identity · shares · boardlimited liability, unlimited life
Company structureshareholders → board → officerselect → appoint → implement
Not-for-profitpublic sector · NGO · clubs · co-opsno profit; within available funding
LawsCompanies Act 2017 · SECP · Partnership Act 1932compliance cost vs ease of business
31

Business — Ownership of Business in 60 Seconds

⚡

⏱ ORGANISATION & FORMS

  • First step: choose the form of ownership
  • Choice affects growth, profitability, risk, value
  • Differ by purpose, ownership, funding, accountability
  • Business (profit) vs not-for-profit

⏱ SOLE · PARTNERSHIP · COMPANY

  • Sole: no formalities, full control, unlimited liability
  • Partnership 2–20; general = all unlimited; limited partner = no management; LLP = not personally liable
  • Company: separate legal identity, limited liability, double taxation
  • Private → IPO → public

⏱ NFP & LAWS

  • Public sector · NGO · clubs · cooperatives
  • Clubs: income & expenditure → surplus/deficit
  • Companies Act 2017 (SECP): audit, AGMs, penalties
  • Partnership Act 1932: no returns, audit or AGMs

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All PRC-3 Business revision notes
  1. Nature of Business
  2. Ownership of Business
  3. Organization of Business
  4. Sources of Business Finance
  5. Information Systems
  6. Business Ethics
  7. Concepts of Branding and Marketing
  8. Human Resource Strategies