Establishing a Business Entity in Australia
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Global Sourcing Through Foreign Subsidiaries and Suppliers: Challenges for Corporate Social Responsibility
This is a repository copy of Global sourcing through foreign subsidiaries and suppliers: Challenges for Corporate Social Responsibility. White Rose Research Online URL for this paper: http://eprints.whiterose.ac.uk/112733/ Version: Accepted Version Book Section: Rühmkorf, A. (2017) Global sourcing through foreign subsidiaries and suppliers: Challenges for Corporate Social Responsibility. In: De Jonge, A. and Tomasic, R., (eds.) Research Handbook on Transnational Corporations. Edward Elgar . https://doi.org/10.4337/9781783476916.00015 Reuse Unless indicated otherwise, fulltext items are protected by copyright with all rights reserved. The copyright exception in section 29 of the Copyright, Designs and Patents Act 1988 allows the making of a single copy solely for the purpose of non-commercial research or private study within the limits of fair dealing. The publisher or other rights-holder may allow further reproduction and re-use of this version - refer to the White Rose Research Online record for this item. Where records identify the publisher as the copyright holder, users can verify any specific terms of use on the publisher’s website. Takedown If you consider content in White Rose Research Online to be in breach of UK law, please notify us by emailing [email protected] including the URL of the record and the reason for the withdrawal request. [email protected] https://eprints.whiterose.ac.uk/ Global sourcing through foreign subsidiaries and suppliers: Challenges for Corporate Social Responsibility Dr Andreas Rühmkorf, Lecturer -
Corporate Governance of Company Groups: International and Latin American Experience
Corporate Governance of Company Groups: International and Latin American Experience Preliminary version for comment. Hosted by : Please send written comments to [email protected] by 5 December, 2014 Latin American Roundtable Task Force on Corporate Governance of Company Groups 17 November, 2014 Hotel Hilton Bogotá, CARRERA 7 NO. 72-41, BOGOTA, 00000, COLOMBIA http://www.oecd.org/daf/ca/latinamericanroundtableoncorporategovernance.htm With funding support of: TABLE OF CONTENTS International and Latin American Overview ............................................................................. 3 1. Introduction............................................................................................................................ 3 2. Economic Rationale for Corporate Groups and the Role of Corporate Governance ............. 4 3. International Work on Corporate Governance of Groups ...................................................... 8 4. Economic Relevance of Company Groups in LatAm .......................................................... 12 5. What is an Economic Group in LatAm? .............................................................................. 12 6. Structure of the Regulatory and Supervisory Framework ................................................... 13 7. Protection of Minority Shareholder Rights .......................................................................... 14 8. Economic Groups and Conflicts of Interest ......................................................................... 15 9. Multinational -
Nordic States Almanac 2018
Going north DENMARK FINLAND NORWAY SWEDEN Nordic States Almanac 2018 Heading up north „If investment is the driving force behind all economic development and going cross-border is now the norm on the European continent, good advisors provide both map and sounding-line for the investor.” Rödl & Partner „We also invest in the future! To ensure that our tradition is preserved, we encourage young talents and involve them directly into our repertoire. At first, they make up the top of our human towers and, with more experience, they take responsibility for the stability of our ambitious endeavours.” Castellers de Barcelona 3 Table of contents A. Introduction 6 B. Map 8 C. Countries, figures, people 9 I. Demographics 9 II. Largest cities 11 III. Country ratings 12 IV. Currencies 16 IV. Norway and the EU 16 VI. Inflation rates 17 VII. Growth 18 VIII. Major trading partners 19 IX. Transactions with Germany 22 X. Overview of public holidays in 2018 23 D. Law 27 I. Establishing a company 27 II. Working 35 III. Insolvency – obligations and risks 47 IV. Signing of contracts 50 V. Securing of receivables 54 VI. Legal disputes 57 E. Taxes 65 I. Tax rates 65 II. VAT – obligation to register for VAT 68 4 III. Personal income tax – tax liability for foreign employees 72 IV. Corporate income tax – criteria for permanent establishment (national) 74 V. Tax deadlines 75 VI. Transfer pricing 78 F. Accounting 84 I. Submission dates for annual financial statements 84 II. Contents / Structure of annual financial statements 85 III. Acceptable accounting standards 86 G. -
Section 721(B)-A Partnership Issue, a Corporate Issue, Or Just a Jumble?, Journal of Taxation, Jul 2020
Section 721(b)-A Partnership Issue, a Corporate Issue, or Just a Jumble?, Journal of Taxation, Jul 2020 Journal of Taxation (WG&L) SHOP TALK Section 721(b)-A Partnership Issue, a Corporate Issue, or Just a Jumble? This column provides an informal exchange of ideas, questions, and comments arising in everyday tax practice. Readers are invited to write to the editors: Sheldon I. Banoff, Suite 1900, 525 West Monroe Street, Chicago, Illinois 60661-3693, [email protected]; Richard M. Lipton, Suite 5000, 300 East Randolph Street, Chicago, Illinois 60601, [email protected]; and Adam M. Cohen , 555 17th Street, Suite 3200, Denver, Colorado 80202, [email protected]. [pg. 37] Recent Ltr. Rul. 202016013, an intriguing "partnership investment company" ruling under Section 721(b) by IRS Chief Counsel's Corporate group, involves a jumble of partnership and corporate issues. As discussed in this article, the question in the ruling turns on whether, in the case of a contribution of corporate stock to a partnership treated (for investment company purposes) as a corporation, a subsidiary partnership can be treated as a corporation. To understand that jumble, we first explore the factual set-up for the ruling. The transaction at hand almost surely is the acquisition of SemGroup Corporation by Energy Transfer LP (see Energy Transfer LP Form S-4, filed with U.S. Securities and Exchange Commission on 10/03/2019 and amended 10/28/2019 (the S-4)) and, as such, we will discuss the transaction on that assumption. Energy Transfer LP (ET) has limited partner common units traded on the New York Stock Exchange (NYSE). -
Limited Partnerships
INTELLECTUAL PROPERTY AND TRANSACTIONAL LAW CLINIC LIMITED PARTNERSHIPS INTRODUCTORY OVERVIEW A limited partnership is a business entity comprised of two or more persons, with one or more general partners and one or more limited partners. A limited partnership differs from a general partnership in the amount of control and liability each partner has. Limited partnerships are governed by the Virginia Revised Uniform Partnership Act,1 which is an adaptation of the 1976 Revised Uniform Limited Partnership Act, or RULPA, and its subsequent amendments. HOW A LIMITED PARTNERSHIP IS FORMED To form a limited partnership in Virginia, a certificate of limited partnership must be filed with the Virginia State Corporation Commission. This is different from general partnerships which require no formal recording with the Commonwealth. The certificate must state the name of the partnership,2 and, the name must contain the designation “limited partnership,” “a limited partnership,” “L.P.,” or “LP;” which puts third parties on notice of the limited liability of one or more partners. 3 Additionally, the certificate must name a registered agent for service of process, state the Post Office mailing address of the company, and state the name and address of every general partner. The limited partnership is formed on the date of filing of the certificate unless a later date is specified in the certificate.4 1 VA. CODE ANN. § 50, Ch. 2.2. 2 VA. CODE ANN. § 50-73.11(A)(1). 3 VA. CODE ANN. § 50-73.2. 4 VA. CODE ANN. § 50-73.11(C)0). GENERAL PARTNERS General partners run the company's day-to-day operations and hold management control. -
Addressing Duty of Loyalty Parameters in Partnership Agreements: the More Is More Approach
Athens Journal of Law XY Addressing Duty of Loyalty Parameters in Partnership Agreements: The More is More Approach * By Thomas P. Corbin Jr. In drafting a partnership agreement, a clause addressing duty of loyalty issues is a necessity for modern partnerships operating under limited or general partnership laws. In fact, the entire point of forming a limited partnership is the recognition of the limited involvement of one of the partners or perhaps more appropriate, the extra-curricular enterprises of each of the partners. In modern operations, it is becoming more common for individuals to be involved in multiple business entities and as such, conflict of interests and breaches of the traditional and basic rules on duty of loyalty such as those owed by one partner to another can be nuanced and situational. This may include but not be limited to affiliated or self-interested transactions. State statutes and case law reaffirm the rule that the duty of loyalty from one partner to another cannot be negotiated completely away however, the point of this construct is to elaborate on best practices of attorneys in the drafting of general and limited partnership agreements. In those agreements a complete review of partners extra-partnership endeavours need to be reviewed and then clarified for the protection of all partners. Liabilities remain enforced but the parameters of what those liabilities are would lead to better constructed partnership agreements for the operation of the partnership and the welfare of the partners. This review and documentation by counsel drafting general and limited partnership agreements are now of paramount significance. -
Comparative Company Law
Comparative company law 26th of September 2017 – 3rd of October 2017 Prof. Jochen BAUERREIS Attorney in France and Germany Certified specialist in international and EU law Certified specialist in arbitration law ABCI ALISTER Strasbourg (France) • Kehl (Germany) Plan • General view of comparative company law (A.) • Practical aspects of setting up a subsidiary in France and Germany (B.) © Prof. Jochen BAUERREIS - Avocat & Rechtsanwalt 2 A. General view of comparative company law • Classification of companies (I.) • Setting up a company with share capital (II.) • Management bodies (III.) • Transfer of shares (IV.) • Taxation (V.) • General tendencies in company law (VI.) © Prof. Jochen BAUERREIS - Avocat & Rechtsanwalt 3 I. Classification of companies • General classification – Partnerships • Typically unlimited liability of the partners • Importance of the partners – The companies with share capital • Shares can be traded more or less freely • Typically restriction of the associate’s liability – Hybrid forms © Prof. Jochen BAUERREIS - Avocat & Rechtsanwalt 4 I. Classification of companies • Partnerships – « Civil partnership » • France: Société civile • Netherlands: Maatschap • Germany: Gesellschaft bürgerlichen Rechts • Austria: Gesellschaft nach bürgerlichem Recht (GesnbR) • Italy: Società simplice © Prof. Jochen BAUERREIS - Avocat & Rechtsanwalt 5 I. Classification of companies • Partnerships – « General partnership » • France: Société en nom collectif • UK: General partnership (but without legal personality!) • USA: General partnership -
Latin American Companies Circle
LATIN AMERICAN COMPANIES CIRCLE Corporate Governance Recommendations for Company Groups Based on Experiences from the Latin American Companies Circle November 2014 Sponsoring Institution: Supported by: INDEX I. INTRODUCTION AND BACKGROUND 2 II. CHALLENGES OF COMPANY GROUPS 2 III. GENERAL PRACTICES a) Related Party Transactions 3 a.1) Shared Services 4 IV. WHOLLY-OWNED SUBSIDIARIES a) Incorporation or acquisition 4 b) Control 4 b.1) Reporting Framework 4 b.2) Appointment of Directors 5 b.3) Internal Controls 5 V. PARTIALLY-OWNED SUBSIDIARIES a) Incorporation or Acquisition 6 b) Shareholders Agreement 6 c) Shareholder Activism 7 c.1) Share Voting 7 c.2) Appointment of Directors 7 c.3) Reporting 8 VI. FINAL COMMENTS 8 1 I. INTRODUCTION AND BACKGROUND These set of corporate governance recommendations for group of companies has been developed by the Latin American Companies Circle. The Circle is a group of Latin American firms that have demonstrated leadership in advocating and practicing governance improvements for companies throughout Latin America. The Circle is sponsored by the International Finance Corporation (IFC) and supported by the Organization for Economic Cooperation and Development (OECD), and is presently composed of 14 companies: Los Grobo from Argentina; Grupo Algar, CPFL Energia, Embraer, Natura and Ultrapar from Brazil; Grupo Argos, Carvajal and ISA from Colombia; Florida Ice from Costa Rica; Grupo Gentera from Mexico; Buenaventura, Ferreycorp and Grupo Graña y Montero from Peru. This document is based on experiences of the Circle member companies and takes into consideration limited analysis of the companies’ own practices and covers areas related with wholly- and partially-owned subsidiaries. -
VALUE IFRS Plc Illustrative IFRS Consolidated Financial Statements December 2019
VALUE IFRS Plc Illustrative IFRS consolidated financial statements December 2019 This publication presents the sample annual financial reports of a fictional listed company, VALUE IFRS Plc. It illustrates the financial reporting requirements that would apply to such a company under International Financial Reporting Standards as issued at 31 May 2019. Supporting commentary is also provided. For the purposes of this publication, VALUE IFRS Plc is listed on a fictive Stock Exchange and is the parent entity in a consolidated entity. VALUE IFRS Plc 2019 is for illustrative purposes only and should be used in conjunction with the relevant financial reporting standards and any other reporting pronouncements and legislation applicable in specific jurisdictions. Global Accounting Consulting Services PricewaterhouseCoopers LLP This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors. About PwC At PwC, our purpose is to build trust in society and solve important problems. We're a network of firms in 158 countries with more than 250,000 people who are committed to delivering quality in assurance, advisory and tax services. Find out more and tell us what matters to you by visiting us at www.pwc.com © 2019 PwC. All rights reserved. PwC refers to the PwC network and/or one or more of its member firms, each of which is a separate legal entity. Please see www.pwc.com/structure for further details. VALUE IFRS Plc Illustrative IFRS consolidated financial statements December -
Establishing and Managing a Company
ESTABLISHING AND MANAGING A COMPANY 5.1 Corporate Structures ........................................................ 59 5.2 Accounting ........................................................................ 63 5.3 Auditing ............................................................................. 63 5 5.4 Establishing A Company .................................................. 64 Image Signing a contract, studio shot Establishing a company can be done quickly and easily. 5.1 CORPORATE STRUCTURES Economic freedom, which is guaranteed under the Swiss Consti Numerous official and private organizations assist tution, allows anyone, including foreign nationals, to operate a entrepreneurs in selecting the appropriate legal form for business in Switzerland, to form a company or to hold an interest in one. No approval by the authorities, no membership of chambers of their company and can provide advice and support. commerce or professional associations, and no annual reporting of The federal government’s various websites offer a wide operating figures are required to establish a business. However, foreign nationals must have both work and residence permits in range of information on all aspects of the company order to conduct a business personally on a permanent basis. formation process – from business plan to official Swiss law distinguishes between the following types of business regis tration. entities: partnershiptype unincorporated companies (sole proprietorship, limited partnership or general partnership) and capitalbased incorporated -
General Partnership
BUSINESS ENTITIES VIDEO SERIES, Script Three GENERAL PARTNERSHIP A general partnership is a business owned by two or more people (even a husband and wife), who carry on the business as a partnership. Partnerships have specific attributes, which are defined by Kansas Statutes. All partners share equally in the right and responsibility to manage the business. Each partner is responsible for all debts and obligations of the business. The distribution of profits and losses, allocation of management responsibilities and other issues affecting the partnership are usually defined in a written partnership agreement. General partnerships may file different statements with the Office of the Secretary of State. The filings are optional and not mandatory. The filing fee for Partnership Statements is $35. General partnerships have certain advantages. A general partnership is easy to organize and has few initial costs. A general partnership draws financial resources and business abilities from all partners. It has quasi-entity status in that it may own assets, contract in the partnership name, may sue and be sued in the partnership name and may file separate bankruptcy. Liability is shared by all partners. Partners may take business losses as a personal income tax deduction. The partnership may register a trademark or a service mark to help prevent confusion resulting from deceptively similar business names. General partnerships have certain disadvantages. Each partner is personally liable for all the obligations of the business, not just his or her share. Thus, if a company truck is involved in an accident, each partner's personal assets may be attached by the court to help compensate the injured party. -
Group Rating Methodology
General Criteria: Group Rating Methodology November 19, 2013 (Editor's Note: On Feb. 12, 2019, we republished this criteria article to make nonmaterial changes. See the "Revisions And ANALYTICAL CONTACTS Updates" section for details. In addition, please note the "Request For Comment: Group Rating Methodology," published Dec. 12, 2018.) Pablo F Lutereau Buenos Aires 1. This article describes S&P Global Ratings' methodology for rating members of corporate, financial (852) 2532-8068 institutions and insurance groups. pablo.lutereau @spglobal.com 2. This paragraph has been deleted. Ron A Joas, CPA 3. This article presents the rating methodology for members of corporate, USPF, and financial New York services groups, including how group support interacts with extraordinary government support for (1) 212-438-3131 government-related entities and systemically important financial institutions. ron.joas @spglobal.com 4. The criteria articulate the steps in determining an issuer credit rating (ICR) or financial strength Anthony J Flintoff rating (FSR) on a member of a corporate or financial services group. This involves assessing the Melbourne group's overall creditworthiness, the stand-alone credit profile of group members, and the status (61) 3-9631-2038 of an entity relative to other group members and the parent company. anthony.flintoff @spglobal.com 5. One of the main rating considerations is the potential for support (or negative intervention) from the parent company or group. Gavin J Gunning Melbourne 6. These criteria therefore address a key area of "external support" as described in paragraphs 31 to (61) 3-9631-2092 35 of "General Criteria: Principles Of Credit Ratings," published Feb.