 |
| Companies law |
|---|
| Company · Business |
| Sole proprietorship |
| Partnership (General · Limited · LLP) |
| Corporation |
| Cooperative |
| United States: |
| S corporation · C corporation LLC · LLLP · Series LLC Delaware corporation Nevada corporation Business trust |
| UK/Ireland/Commonwealth: |
| Limited company (By shares · By guarantee) (Public · Proprietary) Community interest company |
| European Union/EEA: |
| SE · SCE |
| Other countries: |
| AB · AG · ANS · A/S · AS · GmbH |
| K.K. · N.V. · OY · S.A. · Full list |
| Doctrines |
| Corporate governance |
| Limited liability · Ultra vires |
| Business judgment rule |
| Internal affairs doctrine |
| De facto corporation and corporation by estoppel |
| Piercing the corporate veil |
| Rochdale Principles |
| Related areas of law |
| Contract · Civil procedure |
In the commercial and legal parlance of most countries, a general partnership or simply a partnership, refers to an association of persons or an unincorporated company with the following major features:
- Formed by two or more persons
- The owners are all personally liable for any legal actions and debts the company may face
- Created by agreement, proof of existence and estoppel. Companies law (or the law of business associations) is the field of Law concerning business and other organizations Generally a company is a form of Business organization. The precise definition varies A business (also called firm or an enterprise) is a legally recognized organizational entity designed to provide goods and/or services to A sole proprietorship, or simply proprietorship ( Benjamen Clark For partnership in cricket terminology see List of cricket terms A partnership is a type of Business entity in which partners A limited partnership is a form of Partnership similar to a General partnership, except that in addition to one or more general partners (GPs there are A limited liability partnership (abbreviated as LLP) has elements of Partnerships and Corporations. A corporation is a separate legal entity usually used to conduct business An S corporation or S-corp, for United States federal income tax purposes is a Corporation that makes a valid election to be taxed under Subchapter S of A C corporation (or C corp) is a Corporation in the United States that for Federal income tax purposes, is Taxed under and Subchapter C ( et A limited liability company (abbreviated LLC or LLC) in the law of the vast majority of the United States is a legal form of business Company The limited liability limited partnership (LLLP is a relatively new modification of the limited partnership a form of Business entity recognized under U A Series LLC is a special form of a Limited liability company that provides liability protection across multiple "series" each of which is theoretically protected A Nevada Corporation is a Corporation chartered under the Laws of the U A Massachusetts business trust or MBT is a legal trust set up for the purposes of business but not necessarily in the state of Massachusetts. A limited company in the United Kingdom is a Corporation whose liability is limited by law A private company limited by shares is a type of company incorporated under the laws of England and Wales, Scotland, that of certain Commonwealth countries In British or Irish Company law, a company limited by guarantee is an alternative type of Corporation used primarily for Non-profit A Public Limited Company ( PLC, plc or plc or p l c is a type of Limited company in the United Kingdom or the Republic of Ireland which is A proprietary company is a form of Corporation in Australia that is limited by Shares. A community interest company (CIC is a new type of company introduced by the United Kingdom government in 2005 under The Community Interest Act 2004, designed The European Economic Area ( EEA) came into being on 1 January 1994 following an agreement between member states of European Free Trade Association (EFTAthe The Council Regulation on the Statute for a European Company of the European Union was adopted October 8 2001. TemplateExpert and TemplateExpert-subject, has been modified to include two WikiProjects and Portals (Expert-subject is limited to Aktiebolag (literally " share Company " or " Stock Company " is the Swedish term for " Limited Aktiengesellschaft ('aktsiəngəzεlʃaft abbreviated AG) is a German term that refers to a Corporation that is limited by shares i An ansvarlig selskap is a Norwegian personal responsibility Company model mainly used in small-to-medium businesses which translates directly into "Responsible An Aktieselskab (abbreviated A/S) is the Danish name for a Stock -based Corporation. Aksjeselskap is the Norwegian term for a Stock -based Company. Gesellschaft mit beschränkter Haftung ( GmbH) is a type of legal entity very common in Germany (where it was created in 1892 Austria nl '''''Naamloze Vennootschap''''' (usually abbreviated NV) is the Dutch term for a Public Limited liability Corporation. Osakeyhtiö, literally a " stock company " is the Finnish equivalent of a Limited company ( Ltd or LLC) or Gesellschaft For the art organization see Société Anonyme (art SA generally designates Corporations in various countries mostly those employing There are many types of business entity defined in the legal systems of various countries Corporate governance is the set of Processes customs Policies, laws and institutions affecting the way a Corporation is directed administered or controlled Limited liability is a concept whereby a person's financial Liability is limited to a fixed sum most commonly the value of a person's investment in a company or partnership Ultra vires is a Latin phrase that literally means "beyond the powers" The business judgment rule is an American Case law -derived concept in Corporations law whereby the "directors of a corporation. The internal affairs doctrine is a Choice of law rule in Corporations law. De facto corporation and corporation by estoppel are both terms that are used by Courts to describe circumstances in which a business organization that has The corporate law concept of piercing (lifting the corporate veil describes a legal decision where a shareholder or director of a Corporation is held liable for the The Rochdale Principles are a set of ideals for the operation of Cooperatives. A contract is an exchange of promises between two or more parties to do or refrain from doing an act which is enforceable in a court of law Civil procedure is the body of law that sets out the process that Courts will follow when hearing cases of a civil nature (a " Civil action " as opposed to For partnership in cricket terminology see List of cricket terms A partnership is a type of Business entity in which partners Debt is that which is owed usually referencing Assets owed but the term can cover other obligations Estoppel is a legal doctrine recognized both at Common law and in equity in various forms
Contents |
Characteristics
Partnerships have certain default characteristics relating to both (i) the relationship between the individual partners and (ii) the relationship between the partnership and the outside world. The former can generally be overridden by agreement between the partners, whereas the latter generally cannot be.
The assets of the business are owned on behalf of the other partners, and they are each personally liable, jointly and severally, for business debts, taxes or tortious liability. Where two or more persons are liable in respect of the same liability in most Common law legal systems they may either be jointly liable or Tort law is the name given to a body of law that creates and provides remedies for civil wrongs that do not arise out of Contractual duties For example, if a partnership defaults on a payment to a creditor, the partners' personal assets are subject to attachment and liquidation to pay the creditor.
By default, profits are shared equally amongst the partners. However, a partnership agreement will almost invariably expressly provide for the manner in which profits and losses are to be shared.
Each general partner is deemed the agent of the partnership. Agency is an area of Commercial law dealing with a Contractual or Quasi-contractual Tripartite set of relationships when an Agent Therefore, if that partner is apparently carrying on partnership business, all general partners can be held liable for his dealings with third persons.
By default a partnership will terminate upon the death, disability, or even withdrawal of any one partner. However, most partnership agreements provide for these types of events, with the share of the departed partner usually being purchased by the remaining partners in the partnership.
By default, each general partner has an equal right to participate in the management and control of the business. Disagreements in the ordinary course of partnership business are decided by a majority of the partners, and disagreements of extraordinary matters and amendments to the partnership agreement require the consent of all partners. However, in a partnership of any size the partnership agreement will provide for certain electees to manage the partnership along the lines of a company board.
Unless otherwise provided in the partnership agreement, no one can become a member of the partnership without the consent of all partners, though a partner may assign his share of the profits and losses and right to receive distributions ("transferable interest"). A partner's judgment creditor may obtain an order charging the partner's "transferable interest" to satisfy a judgment. In non-legal contexts a judgment is a balanced weighing up of evidence preparatory to making a decision
Separate legal personality
There has been considerable debate in most states as to whether a partnership should remain aggregate or be allowed to become a business entity with a separate legal personality. A business (also called firm or an enterprise) is a legally recognized organizational entity designed to provide goods and/or services to
In the United States, section 201 of the Revised Uniform Partnership Act (RUPA) of 1994 provides that "A partnership is an entity distinct from its partners. The United States of America —commonly referred to as the "
In England & Wales, a partnership does not have separate legal personality; although the English & Welsh Law Commission in Report 283 [1] proposed to amend the law to create separate personality for all general partnerships, the British government has decided not to implement the proposals relating to general partnerships. History The Roman occupation of Britain was the first period in which the area of present-day England and Wales was administered as a single unit (with the exception A Law Commission, or Law Reform Commission, is an independent body set up by a government to consider the state of laws in a jurisdiction and make recommendations on those The Law Commission's proposal to confer separate legal status on limited partnerships will be taken forward [2]. In Scotland partnerships do have some degree of legal personality. Scotland ( Gaelic: Alba) is a Country in northwest Europethat occupies the northern third of the island of Great Britain. The Limited Liability Partnerships Act 2000 confers separate personality on LLPs.
While France, Luxembourg, Norway, the Czech Republic and Sweden also grant some degree of legal personality to commercial partnerships, other countries such as Belgium, Germany, Switzerland, and Poland do not allow partnerships to acquire a separate legal personality, but permit partnerships the rights to sue and be sued, to hold property, and to postpone a creditor’s lawsuit against the partners until he or she has exhausted all remedies against the partnership assets. This article is about the country For a topic outline on this subject see List of basic France topics. Luxembourg (Groussherzogtum Lëtzebuerg Grand-Duché de Luxembourg Großherzogtum Luxemburg is a small Landlocked country in Western Europe, bordered by Norway ( Norwegian: Norge ( Bokmål) or Noreg ( Nynorsk) officially the Kingdom of Norway, is a Constitutional The Czech Republic ( ˈt͡ʃɛskaː ˈrɛpuˌblɪka short form in Česko ˈt͡ʃɛskɔ also called Czechia, "Sverige" redirects here For other uses see Sweden (disambiguation and Sverige (disambiguation. The Kingdom of Belgium is a Country in northwest Europe. It is a founding member of the European Union and hosts its headquarters as well as those Germany, officially the Federal Republic of Germany ( ˈbʊndəsʁepuˌbliːk ˈdɔʏtʃlant is a Country in Central Europe. Switzerland (English pronunciation; Schweiz Swiss German: Schwyz or Schwiiz Suisse Svizzera Svizra officially the Swiss Confederation Poland (Polska officially the Republic of Poland In law a lawsuit is a civil action brought before a Court in which the party commencing the action the Plaintiff, seeks a legal or equitable remedy A legal remedy (also judicial relief) is the means a Court of law, usually in the exercise of civil law jurisdiction enforces a Right, imposes
In December 2002 the Netherlands proposed to replace their ordinary partnership, which does not have legal personality, with a public partnership which allows the partners to opt for legal personality. The Netherlands ( Dutch:, ˈnedərlɑnt is the European part of the Kingdom of the Netherlands, which consists of the Netherlands the Netherlands
Japanese law provides for Civil Code partnerships (組合 kumiai?), which have no legal personality, and Commercial Code partnership corporations (持分会社 mochibun kaisha?) which have full corporate personhood but otherwise function similarly to partnerships. For a topic outline on this subject see List of basic Japan topics.
The two main consequences of allowing separate personality are that one partnership will be able to become a partner in another partnership in the same way that a registered company can, and a partnership will not be bound by the doctrine of ultra vires but will have unlimited legal capacity like any other natural person. Ultra vires is a Latin phrase that literally means "beyond the powers" In Jurisprudence, a natural person is a human being perceptible through the senses and subject to physical laws as opposed to an artificial legal or juristic person
See also
- Types of business entity (listed by country)
- Investment clubs
References
DeMott, Deborah A. There are many types of business entity defined in the legal systems of various countries An investment club is a group of individuals who meet on a regular basis for the purpose of investing money “Transatlantic Perspectives on Partnership Law: Risk and Instability”, (2001) 26 Journal of Corporation Law. 879-895. [3]
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