KEY TERMS
Limited Liability, LP, LLP, LLC, PLLC, SECP.
Limited Liability. Person 's limited liability to a fixed sum to the extent of amount invested in a company or partnership. In case if company (limited liability) is sued then shareholder is not personally liable for, other than the amount of their investment in that company.
Limited Company. It is type of a company whose liability is limited.
Limited Partnership (LP). A business established by one or more general partners, who manage and undertake legal debts and obligations, and one or more limited partners, who are liable only to the extent of their investments but are not liable for company obligations.
Limited Liability Partnership (LLP). A type of general partnership provides protection
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Property, assets, liabilities, rights and obligations can be owned by LLP being separate legal status from its partners.
• There is continuity of existence because LLP has perpetual succession respective of insane, death or retirement of partner. However partners are not in such a position to dissolve LLP.
• The Partnership Act, 1932 is not applicable to LLP. However certain clauses of companies’ ordinance 1984 may be applicable.
• Profit of the LLP will be taxed and distribution of same in dividend form will not be taxed.
International Flavour
Companies with limited liability exist in business law worldwide. However, the limited liability company is a specific legal structure defined by the laws of U.S. states, with quite distinct characteristics. Many other countries have similar structures.
Argentina
Although not an exact equivalent, the Argentine variant LLC is limits the liability of its members up to their capital contribution in the company and the commercial partnership is limited to a maximum of 50 partners.
Brazil
The corporate structure in Brazilian law most similar to the American LLC is under the new Brazilian Civil Code of
Transfer of partnership interest may not be easy: In partnership, the identity changes at any time either by partner members coming out of the partnership or by joining of new partners. But in both cases, we need to dissolve the old partnership first and to create a new partnership. Any single partner can dissolve the partnership any point of time and the process of this dissolution and final assets and obligations transfer can be quite tedious. The right to be a partner cannot be assigned or transferred to another person without the unanimous consent of the other partners; the profits and losses generated by the partnership business are taxable in the hands of the individual partners.
ISSUES: Can the limited partnership be converted its business form into the limited liability company (LLC) without the approval and/or consent of all limited partners or general managers? Was the restructuring of the limited partnership form invalid? Does this restructuring violate KRS 275.370 and KRS 362.490? RULES: The statue states KRS 275.370 that the limited partnership can be converted into the limited liability company if the terms and conditions of a conversion is approved by “all the partners or by a number or percentage specified for conversion in the partnership agreement or, in the case of a limited partnership, by all the partners, notwithstanding any provision to the contrary in the limited liability company.”
" The term limited liability corporation" is not a legal term of art. The AICPA's Board apparently uses the term to refer to regular commercial corporations, as distinct from professional corporations ("PCs"), which are already permitted under the existing version of Rule 505.
However, Marvin would be the limited partner. A limited partnership must have at
Written Assignment #1- Module #3 Topic #1: Gift vs. Inheritance Question #1: Identify the availability of exemptions for gift and estate taxes? Answer: There is an exemption for gift and estate taxes called the Unified Credit Exemption. This exemption is a lifetime credit, which was established in 1976 and has since increased frequently to match inflation (Jacobson, Raub, & Johnson). Currently the credit available is 5.43 million dollars and spouses have the potential to fully utilize their exemptions though the establishment of limited portability (Devliger & Carmona, 2012).
John Adams once said, “The moment the idea is admitted into society that property is not as sacred as the laws of God, and that there is not a force of law and public justice to protect it, anarchy and tyranny commence”. In Jan Edwards and Molly Morgan’s article, “Abolish Corporate Personhood”, Edwards and Morgan argue that corporate personhood should be abolished since it causes unequal power distribution and is an artificial entity that the courts have allowed to become ‘superhuman’. Although the authors do state a few clear points, Edwards and Morgan do not fully grasp all aspects of corporate personhood and place more focus on constitutional background and the history of social injustices. To begin, Jan Edwards and Molly Morgan
The company can face lawsuits in various markets given - different laws and
The American corporate system has long faced ethical concerns amongst the citizens of the United States. Often, corporate greed undermines morality and often furthers an agenda that puts profit ahead of people. A prime historical example of this case in ethical obligations is the case of the Enron Scandal of 2001. The CEOs of this Scandal hid millions of dollars of debt from their balance sheets and were able to extort money from shareholders based on surging stock prices, fueled solely on false pretenses propagated by the CEO (citation). This is a modern example of an ethical lapse by a corporate model catering to the public.
“An LLC is an unincorporated business entity that combines the most favorable attributes of general partnerships, limited partnerships and corporations. An LLC may elect to be taxed as a partnership, the owners can manage the business, and the owners have limited liability” (Cheesman, 2006, p. 382). This structure would protect the liability risks and the interest to Pete and Paul. In order for Pete and Paul to form an LLC in the state of Colorado, they will need to file a formal article of organization with the Colorado Secretary of State which will be governed according to Colorado State law. In Colorado, every LLC must also appoint a Registered Agent.
current liabilities are those with an expected life of less than 12 months. non current liabiities are those with lives expected to extend beyond the next year. 3) Stockholder equity and liability are the sole sources of funds in a firm. The ratio between equity and liability is critical, since it influences the firm 's long-term viability.
Thus, it is designed to provide a corporation with tax efficiencies and flexibility of operating in a partnership which is a feature of limited liability. It is now usable in most states because of the new structure of a type of hybrid business (Megginson et al.,
Determinism and Libertarianism For many years, people have discussed how we choose what to do and what is the reason for choosing what to do. According to determinism, our actions are out of control. Determinism claims that whatever we do is determined by previous events; therefore, we should not be countable for whatever we do. Libertarianism, on the other hand, rejects the determinism and claims that everything we do is voluntary and we are free to make decisions. Unlike a determinist, a libertarian would argue that whatever we do could be different if we desired to choose differently and if it were physically possible to choose differently.
Case Study 1: Banc One Corporation Asset and Liability Management Gizem Akkan So basically, the main problem Banc One Corporation has falling share prices as it is written from a 48 ¾ to 36 ¾ in April 1993. The basic reason behind this decline is that its exposure to derivative securities. This decline in share prices raises concerns among the Banc One’s Investors as well as its analysts since they are uncomfortable with huge amount of derivative usage particularly swaps. They think they are not able to measure risks they exposed so this create uncertainity about the firm’s financial stability.
When there is a transfer in ownership of a corporation, it does not affect the continuity of the
1.1 Overview of Brazil Brazil is one of the largest countries of South America and Latin American region. The country got freedom and became an independent nation in 1822 from the rule of Portugal. Exploiting vast natural resources and a large labour pool, Brazil became Latin America's leading economic power by the 1970s. Being one of the largest and most populous countries in South America, the country has overcome more than half a century of military intervention in the governance of the country to pursue industrial and agricultural growth and development of the interior geographic of the country. Brazil is the world's fifth-largest country, not only by geographical area and but also by population.