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Encyclopedia > Partnership
Companies law
Corporation · Company
Partnership
(General · Limited · LLP)
Cooperative
Sole proprietorship
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. 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.e. there is no dividend tax levied). 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. Image File history File links Scale_of_justice_2. ... Companies law is the field of law concerning business and other organizations. ... For other uses, see Corporation (disambiguation). ... Look up company in Wiktionary, the free dictionary. ... This article needs to be wikified. ... 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 one or more limited partners (LPs). ... A limited liability partnership (LLP) has elements of partnerships and corporations. ... Co-op redirects here. ... A sole proprietorship, or simply proprietorship, is a type of business entity which legally has no separate existence from its owner. ... An S corporation or S-corp, for US federal tax purposes, is a corporation that makes a valid election to be taxed under Subchapter S of Chapter 1 of the Internal Revenue Code. ... A C corporation (or C corp. ... This article is about a U.S.-specific corporate form; for a general discussion of entities with limited liability, see corporation. ... The limited liability limited partnership (LLLP) is a relatively new modification of the limited partnership, a form of business entity recognized under US commercial law. ... A Series LLC is a special form of a Limited liability company that provides extra protection for personal assets comprised of multiple business entities. ... A Delaware corporation is a corporation chartered in the U.S. state of Delaware. ... It has been suggested that this article or section be merged into Nevada. ... A Massachusetts business trust or MBT is a legal trust set up for the purposes of business in the state of Massachusetts. ... It has been suggested that this article or section be merged into Limited liability company. ... A limited company by shares (limited or Ltd. ... In British or Irish company law, a Limited Company is a person on its own right. ... The initials PLC after a UK or Irish company name indicate that it is a public limited company, a type of limited company whose shares may be offered for sale to the public. ... A Proprietary limited company or abbreviated as under Australian law is a business structure that has at least one shareholder with a limited number of shares. ... A community interest company (CIC) is a new type of company introduced by the United Kingdom government in 2005. ...  EFTA countries (except Switzerland)  EU countries Together these form the EEA. The European Economic Area (EEA) came into being on January 1, 1994 following an agreement between the European Free Trade Association (EFTA) and the European Union (EU). ... The Council Regulation on the Statute for a European Company of the European Union (adopted October 8, 2001; OJ L 294, 10 November 2001, pp. ... The Council Regulation on the Statute for a European Company of the European Union (adopted October 8, 2001; OJ L 294, 10/11/2001, pp. ... Aktiebolag is the Swedish term for a corporation, i. ... Aktiengesellschaft (IPA: ; 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 Company. This reflects that the participants - or owners - are personally responsible for any outstanding debts the company would aquire. ... An Aktieselskab (abbreviated A/S) is the Danish name for a stock-based corporation. ... An aksjeselskap is the Norwegian term for a stock-based corporation. ... Gesellschaft mit beschränkter Haftung (GmbH or GesmbH) is a type of legal entity created in Germany in 1892. ... Business corporation ) is a type of corporation ) defined under Japanese law. ... The term Naamloze Vennootschap (usually abbreviated NV) is the Dutch terminology for a public limited liability company. ... Osakeyhtiö, directly translated as share corporation, is the Finnish equivalent of Limited company (Ltd or LLC) or Gesellschaft mit beschränkter Haftung (GmbH). ... S.A. is the abbreviation of Société Anonyme in French, Spółka Akcyjna in Polish, Sociedad Anónima in Spanish, Sociedade Anónima in Portuguese, or Naamloze Venootschap (N.V.) in Dutch, generally designating corporations in various countries. ... It has been suggested that Types of companies be merged into this article or section. ... Corporate governance is the set of processes, customs, policies, laws and institutions affecting the way in which a corporation is directed, administered or controlled. ... Limited liability (LL) is liability that is limited to a partner or investors investment. ... Ultra vires is a Latin phrase that literally means beyond the power. ... The business judgment rule is a case law-derived concept in Corporations law whereby a court will refuse to review the actions of a corporations board of directors in managing the corporation unless there is some allegation of conduct that (1) violates (a) the directors duty of care, (b... 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 is a business organization that has failed to become a de jure corporation (a corporation by law) will nonetheless be treated as a corporation, thereby shielding shareholders from liability. ... The corporate law concept piercing (Lifting) the corporate veil describes a legal decision where an officer, director, or shareholder of a corporation is held liable for the debts of the corporation despite the general principle that those persons are immune from suits in contract or tort that otherwise would only... The Rochdale Principles are a set of ideals for the operation of cooperatives. ... A contract is a legally binding exchange of promises or agreement between parties that the law will enforce. ... 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 criminal action). ... The term business entity refers generally to any organization engaged in business activities, regardless of legal structure. ... For other uses, see Corporation (disambiguation). ... Tax rates around the world Tax revenue as % of GDP Economic policy Monetary policy Central bank   Money supply Fiscal policy Spending   Deficit   Debt Trade policy Tariff   Trade agreement Finance Financial market Financial market participants Corporate   Personal Public   Banking   Regulation        A dividend tax is an income tax on dividend payments to... This article does not cite any references or sources. ... A shareholder or stockholder is an individual or company (including a corporation) that legally owns one or more shares of stock in a joint stock company. ...

Contents

Definition in Civil Law

For a country-by-country listing of types of partnerships, companies, etc., see Types of business entity.

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. Partners may have a partnership agreement, or declaration of partnership and in some jurisdictions such agreements may be registered and available for public inspection. In many countries, a partnership is also considered to be a legal entity, although different legal systems reach different conclusions on this point. A partnership can be formed by two or more people. For other uses of civil law, see civil law. ... A contract is a legally binding exchange of promises or agreement between parties that the law will enforce. ... A voluntary contract between two or among more than two competent persons to place their money, effects, labor, and skills in business with the understanding that there will be a sharing of the profits and losses between/among them. ... This article does not cite any references or sources. ... Look up Agreement in Wiktionary, the free dictionary An agreement may be an agreement in beliefs, rules, practices (policies), or conduct. ... This article is about the concept of an entity. ...


Germany

Main article: Kommanditgesellschaft

Partnerships may be formed .. in the legal forms of General Partnership (Offene Handelsgesellschaft, OHG) or Limited Partnership (Kommanditgesellschaft, KG). A partnership can be formed by 2 or more people. Limited partnership Partnerships may be formed in the legal forms of General Partnership (Offene Handelsgesellschaft, OHG) or Limited Partnership (Kommanditgesellschaft, KG). ... This article needs to be wikified. ... 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 one or more limited partners (LPs). ...


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

Main article: Partnership (China)

In mainland China, the a partnership enterprise encompasses general partnerships and limited liability partnerships.[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 (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. Japanese corporate law also provides for partnership-like corporations called mochibun kaisha. For other uses, see Corporation (disambiguation). ...


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. 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. This article concerns the common-law legal system, as contrasted with the civil law legal system; for other meanings of the term, within the field of law, see common law (disambiguation). ... This article needs to be wikified. ... 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 one or more limited partners (LPs). ... Limited liability (LL) is liability that is limited to a partner or investors investment. ... A limited liability partnership (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. General partners may have joint liability or joint and several liability depending upon circumstances. The liability of limited partners is limited to their investment in the partnership. Strict liability is a legal doctrine in tort law that makes a person responsible for the damages caused by their actions regardless of culpability (fault) or mens rea. ... This article does not cite any references or sources. ...


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

Main article: Partnership (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.[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

Main article: Partnership (Australia)

Summarising s. 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

Main article: Partnership (UK)

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. 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

Main article: Partnership (USA)
Main article: Partnership taxation (USA)

The federal government of the United States does not have specific statutory law governing the establishment of partnerships. 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 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. This includes the Uniform Partnership Act and the Uniform Limited Partnership Act. 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 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. This article needs to be wikified. ... 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 one or more limited partners (LPs). ... A limited liability partnership (LLP) has elements of partnerships and corporations. ... The National Conference of Commissioners on Uniform State Laws (NCCUSL) is a non-profit unincorporated association in the United States that consists of commissioners appointed by each state and territory. ... The Uniform Partnership Act (UPA) and the Revised Uniform Partnership Act (RUPA) are uniform acts - model statutes proposed by the National Conference of Commissioners on Uniform State Laws (NCCUSL) for the governance of business partnerships by U.S. States. ... 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 of the United States organized topically, including laws covering the income tax (see Income tax in the United States), payroll taxes, gift taxes, estate taxes...


Islamic Law

Main article: Qirad

The Qirad and Mudaraba institutions in Islamic law and economic jurisprudence were the precursors to the modern limited partnership. 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.[7] Shariah (Arabic: transliteration: ) is the body of Islamic religious law. ... This is a sub-article of fiqh and Law and economics. ... 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 one or more limited partners (LPs). ... During the Islamic Golden Age, usually dated from the 8th century to the 13th century,[1] engineers, scholars and traders of the Islamic world contributed enormously to the arts, agriculture, economics, industry, literature, navigation, philosophy, sciences, and technology, both by preserving and building upon earlier traditions and by adding many... Islamic economics in practice. ... A joint stock company is a special kind of partnership. ... Big Business or big business is a term used to describe large corporations, individually or collectively. ... A contract is a legally binding exchange of promises or agreement between parties that the law will enforce. ... A negotiable instrument is a specialized type of contract for the payment of money which is unconditional and capable of transfer by negotiation. ... International trade is the exchange of goods and services across international boundaries or territories. ...


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.


Notes

  1. ^ Partnership Enterprise Law, Chapter 1, article2
  2. ^ Partnership Enterprise Law, Chapter 1, article2
  3. ^ Partnership Enterprise Law, Chapter 1, article2
  4. ^ Hong Kong Partnerships Ordinance, Chapter 38, section 3
  5. ^ Hong Kong Limited Partnerships Ordinance, Chapter 37, section 4
  6. ^ Hong Kong Limited Partnerships Ordinance, Chapter 37, section 4
  7. ^ 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 dedicated to exploring and developing the critical and explanatory potential of Marxist theory. ... Founded in 1683 in Leiden, the Netherlands, Brill (known as E. J. Brill, Koninklijke Brill, Brill Academic Publishers) is an international academic publisher and is listed on Euronext, Amsterdam. ...

See also

Definition Business partnering is “the development of successful, long term, strategic relationships between customers and suppliers, based on achieving best practice and sustainable competitive advantage” (Lendrum, T. 1997). ... This article needs to be wikified. ... 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 one or more limited partners (LPs). ... A limited liability partnership (LLP) has elements of partnerships and corporations. ... Definition Partnering is “a structured process that brings the stakeholders together to align stakeholder objectives, to focus resources on resolving key tangible issues that are affecting performance, to escalate issues and to measure performance of the project’ (Dombkins, D. 1998). ... Partnerships are flow-through entities for U.S. federal income taxation purposes. ... A Strategic Alliance is a formal relationship formed between two or more parties to pursue a set of agreed upon goals or to meet a critical business need while remaining independent organizations. ... For other uses, see Corporation (disambiguation). ...

  Results from FactBites:
 
Partnership - Wikipedia, the free encyclopedia (228 words)
In the common law, a partnership is a type of business entity in which partners share with each other the profits or losses of the business undertaking in which they have all invested.
In the civil law the 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 to share its profit.
Partners may have a partnership agreement, or declaration of partnership and in some jurisdictions such agreements may be registered and available for public inspection.
PARTNERSHIP AGREEMENT (1454 words)
Net profits and losses of the partnership shall inure to, and be borne by, the partners in proportion to the value of each of their capital accounts.
Payment shall then be made of all the liabilities of the partnership and a final distribution of the remaining assets either in cash or in kind, shall promptly be made to the partners or their personal representatives in proportion to each partner’s capital account.
The partnership shall pay the partner who is withdrawing the full value of his capital account in the partnership in accordance with paragraph 20 of this Agreement.
  More results at FactBites »

 
 

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