新加坡公司法简介.pptxVIP

Elements of company law 2015-2016 Master of Laws Seminar 1 Dr. Lin Lin Assistant Professor NUS Law  Basic Concepts 2 Organizational forms Sole proprietorship Company Partnership Limited partnership Limited liability partnership Business Trust 3 6/22/2017 4 Evolution of Firms Selection of Business Forms What are the considerations? Liability of the owner Management of the business Formalities/legal requirement Transferability Legal status Tax treatment Duration Sole proprietorship partnerships Companies General partnership Limited partnership LLP Private Co Joint venture? Public Co List Co Firm Personal liability of the owner Management of the business Capital Contribution Legal status Tax treatment Duration General partnership Partners personally liable for partnership’s debts and losses incurred by other partners Partners have equal management rights, unless otherwise agreed upon Partners generally contribute cash, property or services to the partnership, and receive an interest in profits and losses Not a separate legal entity in UK and SG Can sue or be sued in firm’s name Cannot own property in firm’s name Tax transparent Exists subject to Partnership Agreement, which usually states a fixed term Limited partnership General partner personally liable for debts and losses of the LP Limited partner not personally liable for the debts of the partnership beyond his agreed contribution The general partner(s) manages the business, subject to any limitations of the Limited Partnership Agreement The general and limited partners generally contribute cash, property or services to the partnership, and receive an interest in profits and losses Not a separate legal entity in UK and SG General partner has unlimited liability Limited partner has limited liability Can probably sue or be sued in firm’s name Cannot own property in firm’s name Tax transparent Exists subject to Limited Partnership Agreement, which usually states a fixed term Firm Personal liability of the ow