Limited Liability Partnership

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By: Peyton Busby A form of general partnership that provides an individual partner protection against personal liability for certain partnership obligations. Facts • LLP provides each of its individual partners protection against personal liability for certain partnership liabilities. Advantages: Flexibility and tax advantages Disadvantages: Limitations on creation, not obligated to consult with other participants in certain business agreements. The cooperation of two or more individuals or businesses in which each agrees to share profit, loss and control in a specific enterprise Facts Advantages Disadvantages • Able to use larger • Share profit funds • Diminished Control • Sharing the • Undesired outcome economic risk of the quality of a • Able to widen your product or project economic scope without spending to much money a regular corporation that has between 1 and 100 shareholders and that passes- through net income or losses to shareholders under in accordance with Internal Revenue Code Facts Advantages Disadvantages • Taxes are paid once • May require more • Personal assets are bookkeeping and separate accounting • Up to 100 • Cost more to prepare shareholders tax returns • Payroll A Limited Liability Company (LLC) is a business structure allowed by state statute Facts Advantages Disadvantages • Limited personal • Earnings are liability for the debts generally self- and actions of the employment tax LLC. • 50% or more of the capital and profit • More like a interest are sold or partnership exchanged • No maximum • Cannot take numbers of advantage of members incentive stock options one specifically formed for purposes other than operating a profit-seeking business Facts Advantages Disadvantages • Can be exempt from • Increase paperwork payment of federal • Meetings must be corporate income recorded tax • Tax-exempt status • Same limited must be filed at both liability protection the federal and state as for profit levels corporations A farm, business, or other organization that is owned and run jointly by its members, who share the profits or benefits Facts Advantages Disadvantages • Driven by needs of its • Limited resources members • Cash trading • Pay a fee to join • Lack of secrecy An authorization granted by a government or company to an individual or group enabling them to carry out specified commercial activities Facts Advantages Disadvantages • Based on a proven • Costs may be higher idea • restrictions(making • Use recognized changes) brand name and • Go out of business trade marks • Could get a bad • Training and reputation support • May be difficult to • Easy financing sell your franchise .

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The Limited Liability Company: Lessons for Corporate Law
THE LIMITED LIABILITY COMPANY: LESSONS FOR CORPORATE LAW JONATHAN R. MACEY· INTRODUCTION Legal scholarship examining the recent emergence of the limited liability company has primarily focused on the legal treatment of these entities. l A successfully formed limited liability company is a noncorporate entity that provides its owners with protection against liability for enterprise obligations, as well as the pass-through tax treatment traditionally associated with partnerships and Subchapter S corporations. At the same time, the limited liability company form allows investors to remain actively involved in the management of the enterprise. The purpose of this Article is different. Rather than exploring whether (or how well) the limited liability companies achieve their common intended purpose of reducing the contract, tort and tax liabilities of their investors, this Article explores the implications of the emergence of the limited liability company for our understanding of corporate law. What does the modem emergence of the limited liability company tell us about the state ofAmerican corporate law? This Article argues that the emergence of the limited liability company has much to tell us about a variety of important topics in corporate law, particularly the reasons for requiring fonnal incorporation, jurisdictional competition for corporate charters, the costs and benefits oflimited liability, and the structural problems that may hamper sweeping reform ofcorporate and tort law rules affecting enterprise and investor liability. This Article begins with a brief discussion of the limited liability company. The second part of the Article discusses the features that may * J. DuPratt White Professor of Law, Cornell University, and Director, John M.
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Limited Liability Entities (DE 231LLC)
LIMITED LIABILITY ENTITIES The purpose of this information sheet is to explain Section 675 of the CUIC, the employing unit becomes California’s payroll tax* treatment of the following types of an employer when it employs one or more employees limited liability entities: within California and pays wages in excess of $100 during any calendar quarter. Refer to Information • Limited Liability Company (LLC) Sheet: Employment (DE 231). • Limited Partnership (LP) • Limited Liability Partnership (LLP) • For California Personal Income Tax (PIT) purposes, • Limited Liability Limited Partnership (LLLP) Section 13005(a) of the CUIC specifically includes an LLC as an employer subject to withholding PIT Each of the above business entity types is created when it and reporting PIT wages for its California employees. formally organizes and registers as required by the laws of (For residents performing services within or without the jurisdiction where the organization is formed. They are California, or nonresidents performing services within classified as either domestic or foreign entities. Domestic California, refer to Information Sheet: Multistate entities are those organized in California under the Employment [DE 231D].) California Corporations Code. Foreign entities are organized under the laws of jurisdictions other than California. Before California Payroll Taxes for LLC Members transacting business in California, the foreign entities must first register with the California Secretary of State. Generally, the Internal Revenue Service (IRS) and the Franchise Tax Board (FTB) treat an LLC as a sole LLC ENTITIES proprietorship, partnership, or corporation, depending on the circumstances. However, the CUIC requires the An LLC is a hybrid entity that combines the liability Employment Development Department (EDD) to treat the protection of a corporation with the benefit of pass-through LLC as a unique entity type, instead of classifying it as a taxation of a partnership or sole proprietorship.
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Limited Liability with One-Man Companies and Subsidiary Corporations
LIMITED LIABILITY WITH ONE-MAN COMPANIES AND SUBSIDIARY CORPORATIONS Bm Nmw F. CATALDO* Limited liability, usually regarded as the most significant feature of corporate enterprise, has received extravagant praise. Among those who have paid verbal homage to the concept of limited liability are two former university presidents who cut a large figure in the intellectual manners of the nation during the last half century. President Eliot of Harvard regarded limited liability as "the corporation's most precious characteristic" and "by far the most effective legal invention ... made in the nineteenth century."' President Nicholas Murray Butler of Columbia made the pronouncement in i91: "I weigh my words when I say that in my judg- ment the limited liability corporation is the greatest single discovery of modern times.... Even steam and electricity are far less important than the limited liability corporation, and they would be reduced to comparative impotence without it."' Our courts have rested-unnecessarily, it is believed 3 -the concept of limited lia- bility on the legal entity theory. This theory, familiar to every elementary student of corporation law and finance, treats the corporation as a legal persona or juristic person constituting an entity in itself separate and distinct from the members. The essence of this theory, stated in stark terms, is that the shareholders own "the corporation" and the latter owns and operates the assets and the business. The questionable4 but judicially accepted reasoning which regards limited liability as a * A.B. 1929, LL.B. 1932, LL.M. 1936, University of Pennsylvania. Member of Philadelphia bar; Special Attorney, Department of Justice, Washington, D.
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Differences Between Joint Stock and Limited Liability Companies in Turkey
PART 4 BY ELİF ECE CESUR | [email protected] DIFFERENCES BETWEEN JOINT STOCK AND LIMITED LIABILITY COMPANIES IN TURKEY he new Turkish Commercial Code (NTCC) tthat came into force on July 1st 2012 conveyed important changes to businesses and company law. Apart from providing general information on joint stock and limited liability companies, this article aims to set out the innovation transported by the NTCC and distinguish the two types of corporations. Turkish Joint Stock Company (Anonim Șirket), is a corpo- ration that has a title, with a certain capital, divided into shares that is only liable to its creditors with its assets. Both types of corporations are classed as stock corpora- tions although Turkish joint stock companies are typical stock corporations with legal identity and title1. Com- pany capital is registered and divided into shares. All the debts and obligations owed to third parties are owed by the company itself, not by the members or directors. Joint stock company is only liable to its creditors with its assets; members’ liability is limited to the value of their shares. Company could be established for all kinds of commercial purposes that are not restricted by law. It has its own legal identity separate from that of the human beings who are involved in the company. There is a transferability of own- ership, shares can easily be bought and sold. This provides for small capital to come together to form large funds and undertake greater business that would not be possible otherwise. Turkish Limited Liability Company (Limited Șirket) is formed by one or more real or legal persons gathering under a commercial title.
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HARMONIZED REVISED UNIFORM LIMITED LIABILITY COMPANY ACT (Amendments to Revised Uniform Limited Liability Company Act)
D R A F T FOR DISCUSSION ONLY HARMONIZED REVISED UNIFORM LIMITED LIABILITY COMPANY ACT (Amendments to Revised Uniform Limited Liability Company Act) NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS For January 28-30, 2011 Drafting Committee Meeting on Harmonization of Business Entity Acts Without Prefatory Note and with Reporters’ Notes Strike and Score Version COPYRIGHT © 2011 By NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS The ideas and conclusions set forth in this draft, including the proposed statutory language and any comments or reporter’s notes, have not been passed upon by the National Conference of Commissioners on Uniform State Laws or the Drafting Committee. They do not necessarily reflect the views of the Conference and its Commissioners and the Drafting Committee and its Members and Reporter. Proposed statutory language may not be used to ascertain the intent or meaning of any promulgated final statutory proposal. January 7, 2011 DRAFTING COMMITTEE ON HARMONIZATION OF BUSINESS ENTITY ACTS The Committee appointed by and representing the National Conference of Commissioners on Uniform State Laws in preparing this Act consists of the following individuals: HARRY J. HAYNSWORTH, 2200 IDS Center, 80 S. 8th St., Minneapolis, MN 55402, Chair WILLIAM H. CLARK, One Logan Square, 18th and Cherry Sts., Philadelphia, PA 19103-6996, Vice-Chair ANN E. CONAWAY, Widener University School of Law, 4601 Concord Pike, Wilmington, DE 19803 THOMAS E. GEU, University of South Dakota School of Law, 414 Clark St., Suite 214, Vermillion, SD 57069-2390 DALE G. HIGER, 1302 Warm Springs Ave., Boise, ID 83712 JAMES C. MCKAY, Office of the Attorney General for the District of Columbia, 441 Fourth St.
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Limited Liability Companies As Worker Cooperatives 1
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Consent Requirements for Share Acquisitions in Limited Liability Companies According to Norwegian Law
Consent Requirements for Share Acquisitions in Limited Liability Companies According to Norwegian Law Tore Bråthen 1 The Topic According to Norwegian law, shares in Norwegian limited liability companies have traditionally always been freely negotiable.1 This is because the shareholder is regarded as having secondary importance for the company; it is the company, not the shareholders, that is liable for the company’s obligations.2 Furthermore, the free negotiability of shares has been considered as a prerequisite for natural persons and legal personalities to subscribe to and acquire shares; the shareholders are thus free to leave the company by selling the shares or transferring them in other ways. The free negotiability of shares is also a basic prerequisite for a well-functioning stock market.3 One of the most important reasons why natural persons as shareholders have not been regarded as important for the company, is that company legislation traditionally has assumed that a limited liability company can be a large organization with many members.4 The general attitude has been that the individual shareholder has invested capital in the company as a favourable capital investment, and that the shareholders neither have the interest nor the competence to take an active part in the actual management of the company. However, there are several arguments in favour of shares not being absolutely freely negotiable.5 The fact that any purchaser whatsoever may acquire the shares may be regarded as a threat against a company’s ability to obtain or maintain the optimal shareholder structure. Limitations in the negotiability of shares may also contribute to continuity in the company’s management and business policy.
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Defines Joint Venture, S-Corporation, Limited Liability Company, Nonprofit
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