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| 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 |
A partnership is a type of business entity in which partners (owners) share with each other the profits or losses of the business undertaking in which all have invested. 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 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 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 A business (also called firm or an enterprise) is a legally recognized organizational entity designed to provide goods and/or services to Partnerships are often favored over corporations for taxation purposes, as the partnership structure does not generally incur a tax on profits before it is distributed to the partners (i. A corporation is a separate legal entity usually used to conduct business e. there is no dividend tax levied). A dividend tax is an Income tax on dividend payments to the Stockholders (shareholders of a company However, depending on the partnership structure and the jurisdiction in which it operates, owners of a partnership may be exposed to greater personal liability than they would as shareholders of a corporation. In Law, jurisdiction (from the Latin ius iuris meaning "law" and dicere meaning "to speak" is the practical Authority A mutual shareholder or stockholder is an Individual or company (including a Corporation) that legally owns one or more shares of
Contents |
Definition in Civil Law
- For a country-by-country listing of types of partnerships, companies, etc. , see Types of business entity. There are many types of business entity defined in the legal systems of various countries
In civil law systems, a partnership is a nominate contract between individuals who, in a spirit of cooperation, agree to carry on an enterprise; contribute to it by combining property, knowledge or activities; and share its profit. Civil law or Romano-Germanic law or Continental law is the predominant system of law in the world. 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 Partners may have a partnership agreement, or declaration of partnership and in some jurisdictions such agreements may be registered and available for public inspection. Articles of Partnership is a voluntary Contract between two or among more than two persons to place their Capital, labor and skills and corporation in In Law, jurisdiction (from the Latin ius iuris meaning "law" and dicere meaning "to speak" is the practical Authority In many countries, a partnership is also considered to be a legal entity, although different legal systems reach different conclusions on this point. An entity is something that has a distinct separate Existence, though it need not be a material existence A partnership can be formed by two or more people.
Germany
Partnerships may be formed . A Kommanditgesellschaft is the German name for a Limited partnership and is used in German Austrian and some other European legal systems . in the legal forms of General Partnership (Offene Handelsgesellschaft, OHG) or Limited Partnership (Kommanditgesellschaft, KG). 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 partnership can be formed by 2 or more people.
In the OHG, all partners are fully liable for the partnership's debts, whereas in the KG there are general partners with unlimited liability and limited partners whose liability is restricted to their fixed contributions to the partnership. Although a partnership itself is not a legal entity, it may acquire rights and incur liabilities, acquire title to real estate and sue or be sued.
China
In mainland China, the a partnership enterprise encompasses general partnerships and limited liability partnerships. A partnership in the People's Republic of China is a business entity governed by the Partnership Enterprise Law passed by order of the President of the People's Republic of [1] A general partnership comprises general partners who bear joint and several liabilities for the debts of the partnership enterprise. [2] A limited liability partnership enterprise includes general partners and limited partners where the limited partners are liable only to the extent of their capital contributions. [3]
Japan
The Japanese civil code provides for partnerships by contract, which are commonly known as nin'i kumiai (任意組合?) or "voluntary partnerships. " A more recent statute has allowed for the creation of limited liability partnerships. A limited liability partnership (abbreviated as LLP) has elements of Partnerships and Corporations.
One form of partnership unique to Japan is the tokumei kumiai or "anonymous partnership," in which partners have limited liability so long as they remain anonymous in their capacity as partners and do not participate in the operation of the partnership. literally "anonymous partnerships" are a Japanese form of Partnership governed by the Commercial Code of Japan, Article 535 et seq. Japanese corporate law also provides for partnership-like corporations called mochibun kaisha. A corporation is a separate legal entity usually used to conduct business are a class of Corporations under Japanese law. While mochibun kaisha have legal personality as corporations their internal functions are similar to Partnerships
Common Law
Under common law legal systems, the basic form of partnership is a general partnership, in which all partners manage the business and are personally liable for its debts. Common law refers to law and the corresponding legal system developed through decisions of courts and similar tribunals rather than through legislative statutes or executive 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 Two other forms which have developed in most countries are the limited partnership (LP), in which certain "limited partners" relinquish their ability to manage the business in exchange for limited liability for the partnership's debts, and the limited liability partnership (LLP), in which all partners have some degree of limited liability. 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 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 A limited liability partnership (abbreviated as LLP) has elements of Partnerships and Corporations.
There are two types of partners. General partners have an obligation of strict liability to third parties injured by the Partnership. Strict liability is a Legal doctrine that makes a person responsible for the damage and loss caused by his/her acts and omissions regardless of Culpability (or fault General partners may have joint liability or joint and several liability depending upon circumstances. 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 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 The liability of limited partners is limited to their investment in the partnership.
A silent partner is one who still shares in the profits and losses of the business, but who is uninvolved in its management, and/or whose association with the business is not publicly known.
Hong Kong
A partnership in Hong Kong is a business entity formed by the Hong Kong Partnerships Ordinance, which defines a partnership as "the relation between persons carrying on a business in common with a view of profit" and is not a joint stock company or an incorporated company. A partnership in Hong Kong is a business entity formed by the Partnerships Ordinance which defines a Partnership as "the relation between persons carrying on a business [4] If the business entity registers with the Registrar of Companies it takes the form of a limited partnership defined in the Limited Partnerships Ordinance.[5] However, if this business entity fails to register with the Registrar of Companies, then it becomes a general partnership as a default. [6]
Australia
Summarising s. In Australia summarising s 5 of the Partnership Act 1958 (Vic (hereinafter the 'Act' for a partnership to exist four main criteria must be satisfied 5 of the Partnership Act 1958 (Vic) (hereinafter the 'Act'), for a partnership in Australia to exist, four main criteria must be satisfied. They are:
- Valid Agreement between the parties;
- To carry on a business - this is defined in s. 3 as 'any trade, occupation or profession';
- In Common - meaning there must be some mutuality of rights, interests and obligations;
- View to Profit - thus charitable organizations cannot be partnerships (charities are typically incorporated associations under Associations Incorporations Act 1981 (Vic))
United Kingdom limited partnership
A limited partnership in the United Kingdom consists of:
- one or more persons called general partners, who are liable for all debts and obligations of the firm; and
- one or more persons called limited partners, who contribute a sum/sums of money as capital, or property valued at a stated amount. In the United Kingdom a limited partnership consists of one or more persons called general partners who are liable for all debts and obligations of the firm and Limited partners are not liable for the debts and obligations of the firm beyond the amount contributed.
Limited partners may not:
- draw out or receive back any part of their contributions to the partnership during its lifetime; or
- take part in the management of the business or have power to bind the firm.
If they do, they become liable for all the debts and obligations of the firm up to the amount drawn out or received back or incurred while taking part in the management, as the case may be.
India
According to section 4 of the Indian Partnership Act of 1932, "Partnership is defined as the relation between two or more persons who have agreed to share the profits of business run by all or any one of them acting for all". This definition superseded the previous definition given in section 239 of Indian Contract Act 1872 as - “Partnership is the relation which subsists between persons who have agreed to combine their property, labour, skill in some business, and to share the profits thereof between them”. The 1932 definition added the concept of mutual agency.
USA
The federal government of the United States does not have specific statutory law governing the establishment of partnerships. The rules governing partnership taxation, for purposes of the U Instead, the several composite states of the country each contain their own statutory and common law governance of partnerships. These states largely follow general common law principles of partnerships whether a general partnership, a limited partnership or a limited liability partnership. 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 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. In the absence of applicable federal law, the National Conference of Commissioners on Uniform State Laws has issued non-binding models laws (called uniform act) in which to encourage the adoption of uniformity of partnership law into the states by their respective legislatures. The National Conference of Commissioners on Uniform State Laws ( NCCUSL) is a non-profit unincorporated association in the United States that consists of Commissioners This includes the Uniform Partnership Act and the Uniform Limited Partnership Act. The Uniform Partnership Act ( UPA) which includes revisions that are sometimes called the Revised Uniform Partnership Act ( RUPA) is a Uniform act The Uniform Limited Partnership Act ( ULPA) which includes its 1976 revision called the Revised Uniform Limited Partnership Act ( RULPA) is a Uniform Although the federal government does not have specific statutory law for establishing partnerships, it has an extensive and hyperdetailed statutory scheme for the taxation of partnerships in the Internal Revenue Code. The rules governing partnership taxation, for purposes of the U The Internal Revenue Code (or IRC; more formally the Internal Revenue Code of 1986 as amended) is the main body of domestic statutory Tax law The IRC is Title 26 of the United States Code wherein Subchapter K of Chapter 1 creates tax consequences of such great scale and scope that it effective serves as a federal statutory scheme for governing partnerships.
Islamic Law
The Qirad and Mudaraba institutions in Islamic law and economic jurisprudence were the precursors to the modern limited partnership. The qirad was one of the basic financial instruments of the medieval Islamic world. The qirad was one of the basic financial instruments of the medieval Islamic world. Sharia ( Arabic: ar شريعة) is the body of Islamic Religious law. This is a sub-article of Fiqh and Law and economics. Islamic economics is Economics in accordance with Islamic law 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 These were developed in the medieval Islamic world, when Islamic economics flourished and when early trading companies, big businesses, contracts, bills of exchange and long-distance international trade were established. This is a sub-article of Islamic economic jurisprudence and Muslim world. A joint stock company (JSC is a type of business entity it is a type of Corporation or Partnership. Big Business or big business is a term used to describe large corporations in either an individual or collective sense 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 A negotiable instrument is a specialized type of " Contract " for the payment of money that is unconditional and capable of transfer by negotiation International trade is exchange of Capital, Goods, and Services across International borders or Territories. [7]
In medieval Italy, the Qirad and Mudaraba concepts were adapted in the 10th century as the commenda,[7] a limited partnership instiution which was generally used for financing maritime trade. Italy (Italia officially the Italian Republic, (Repubblica Italiana is located on the Italian Peninsula in Southern Europe, and on the two largest
Notes
- ^ Partnership Enterprise Law, Chapter 1, article2
- ^ Partnership Enterprise Law, Chapter 1, article2
- ^ Partnership Enterprise Law, Chapter 1, article2
- ^ Hong Kong Partnerships Ordinance, Chapter 38, section 3
- ^ Hong Kong Limited Partnerships Ordinance, Chapter 37, section 4
- ^ Hong Kong Limited Partnerships Ordinance, Chapter 37, section 4
- ^ a b Jairus Banaji (2007), "Islam, the Mediterranean and the rise of capitalism", Historical Materialism 15 (1): 47–74, Brill Publishers. Historical Materialism is an interdisciplinary Journal published four times years Founded in 1683 in Leiden, The Netherlands, Brill (known as E
See also
- Business partnering
- General partnership
- Limited partnership
- Limited liability partnership (LLP)
- Equity partner
- Partnering
- Partnership taxation
- Partnership accounting
- Strategic Alliance
- Corporation
- Types of business entity
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