PARTNERS’ OF A LIMITED PARTNERSHIP LEGAL POSITION

2018 ◽  
Vol 31 (31) ◽  
pp. 63-80
Author(s):  
Klaudia Grzebiela
Keyword(s):  
Limited Liability ◽  
Common Type ◽  
Legal Person ◽  
Limited Liability Company ◽  
Legal Form ◽  
Limited Partnership ◽  
Legal Nature ◽  
Legal Position ◽  
Limited Partnerships

The main purpose of this article is to present the role and position of partners in a limited partnership. The growing interest in choosing this organizational and legal form is due to its specificity. A limited partnership allows shaping the rights and obligations of the company’s partners, who are divided into two groups: general partners and limited partners. The reason for different legal nature of these entities who are relative to each other should be noticed. Furthermore their liability for the company’s liabilities is shaped differently, as well as the issue of running company’s affairs and its representation. Currently a common type of limited partnership called Limited Liability Limited Partnerships (LLLP), wherein Limited Liability Company as a legal person becomes the general partner. This legal solution is beneficial for its partners. In doctrine is considered as an atypical legal company.

scholarly journals Concepts And Features Of The Corporate Contract

2019 ◽  
pp. 121-134
Author(s):  
R.S. Lukashov
Keyword(s):  
Civil Law ◽  
Limited Liability ◽  
Limited Liability Company ◽  
Key Factors ◽  
Legal Entity ◽  
Legal Nature ◽  
The Subject ◽  
Definition Of ◽  
Contractual Structures

The article is devoted to the theoretical and legal analyses of the place of a corporate agreement in the system of civil contracts. The article identifies the key factors that justify a separate place of the corporate agreement among existing contractual structures of civil law. The article deals with scientific views on the concept and legal nature of the corporate agreement, outlines the subject of the corporate agreement, which is concluded between the participants of the legal entity of corporate type, as well as analyzed the latest legislation on the definition of the concept, subject and content of the corporate agreement, which is concluded between the members of the limited liability company.  

scholarly journals Ujawnienie aktualnego sposobu reprezentacji spółki z ograniczoną odpowiedzialnością a odpowiedzialność za naruszenie zobowiązania

2018 ◽  
Vol 25 ◽  
pp. 41-55
Author(s):  
Tomasz Pilikowski
Keyword(s):  
Legal Status ◽  
National Court ◽  
Limited Liability ◽  
Current Method ◽  
Legal Person ◽  
Limited Liability Company ◽  
Legal Provisions ◽  
Legal Situation ◽  
Satisfactory Manner

Disclosure of the current method of representation of a limited liability company and liability for breach of the undertakingThe existence and participation of legal persons in the market makes it necessary to verify the persons representing them to perform actions on their behalf. Information about artificial persons — including the rules of representation and persons entitled to represent them — is available due to their disclosure in the National Court Register. However, it may happen that for whatever reason the register’s information may not correspond to the actual legal status. The provisions of the National Court Register Act provide for the possibility of such a situation, but the normative regulation does not settle all controversies in a satisfactory manner. The article tries to answer the question how the legal person can demonstrate the rightfulness of its representation when the composition of the relevant bodies does not coincide with the composition disclosed in the National Court Register. In the current legal situation, the problem is opened whether and how the legal person can demonstrate the correctness of the representation when the composition of the relevant bodies does not coincide with the composition disclosed in the National Court Register. The consequence of this problem is the issue of the assessment of liability for improper performance of the undertaking, if as a result of the said discrepancy, the obligation will be breached e.g. as a result of the failure to conclude a preliminary contract within the prescribed period.The author tries to solve these problems and settle the controversies arising, referring to the views of his own thoughts and views of doctrine and jurisprudence. The position presented in the article is the result of an analysis of the applicable legal provisions, especially the National Court Register Act, and the jurisprudence and doctrine resulting from it.

scholarly journals DOKTRIN ULTRA VIRES DAN KONSEKUENSI PENERAPANNYA TERHADAP BADAN HUKUM PRIVAT

2011 ◽  
Vol 11 (2) ◽  
Author(s):  
Johnny Ibrahim
Keyword(s):  
Key Words ◽  
Money Laundering ◽  
Limited Liability ◽  
Legal Person ◽  
Limited Liability Company

An acts is ultra vires when corporation is without authority to perform it under any circumstance or for any purpose beyond the scope of the powers of corporation, as defined by its charter or by law  of incorporation. Some countries restrict the application of the doctrine of ultra vires but do not abolish it. Indonesia adopt doctrine of ultra vires in some of its law such as Law No. 40 of 2007 concerning Limited Liability Company and Law No. 25 of 2003 concerning Anti Money Laundering. The provisions of ultra vires doctrine has impact to other legal person than Limited Liability Company. Key words: ultra vires, extra vires, intra vires

scholarly journals Perlindungan Hukum Terhadap Pemegang Saham Minoritas Pada Perseroan Terbatas Yang Melakukan Merger

2020 ◽  
Vol 2 (1) ◽  
pp. 59-62
Author(s):  
I Kadek Sridana ◽  
I Nyoman Putu Budiartha ◽  
I Putu Gede Seputra
Keyword(s):  
Research Method ◽  
Government Regulation ◽  
Legal Protection ◽  
Limited Liability ◽  
Limited Liability Company ◽  
Minority Shareholders ◽  
Legal Position ◽  
The Law ◽  
A Company

Abstract-Mergers can be said as a strategy or one way to increase a company, therefore there is a need for legal protection for minority shareholders if they do not agree with the merger but the merger is still implemented, and the shareholders are forced to accept the merger. The formulation of the problem in this case is (1) what is the position of the minority shareholders for the limited liability company that merges? (2) What is the legal protection of minority shareholders in a limited liability company that merges? This research method uses a normative research method by approaching the problem in the form of a draft law that relates to the problem under study. The sources of legal material to be used are sourced from research, the literature in the form of primary legal material and secondary legal material. The result of this study are the legal position of the minority shareholders of the company (PT) that carried out the merger has been regulated in Law number 40 of 2007 concerning Limited Liability Companies and in Government Regulation Number 27 of 1998 concerning merger, consolidation and takeover of the interests of minority shareholders. In general, the law of limited liability companies is a guideline in the framework of protecting minority shareholders. Protection of minority shares is one of the important things, especially when the company conducts legal actions such as mergers, both preventive legal protection and repressive legal protection. Keywords: Legal protection, shareholders, mergers Abstrak- Merger dapat dikatakan sebagai strategi atau salah satu cara untuk meningkatkan suatu perusahaan oleh karena itu perlu adanya perlindungan hukum terhadap pemegang saham minoritas apabila mereka tidak setuju dengan merger namun merger tetap dilaksanakan, dan pemegang saham tersebut dipaksakan untuk menerima merger tersebut. Adapun rumusan masalah dalam hal ini (1) Bagaimanakah kedudukan pemegang saham minoritas bagi perseroan terbatas yang melakukan merger? (2) Bagaimanakah perlindungan hukum terhadap pemegang saham minoritas pada perseroan terbatas yang melakukan merger? Metode penelitian ini menggunakan metode penelitian normatif dengan melakukan pendekatan masalah berupa pedekatan perundang-undangan yang berkaitan dengan masalah yang dikaji. Adapun sumber bahan hukum yang akan digunakan yakni bersumber dari penelitian, kepustakaan berupa bahan hukum primer dan bahan hukum sekunder. Adapun hasil dari penelitian ini adalah kedudukan hukum pemegang saham minoritas terhadap perusahaan (PT) yang melakukan merger, sudah diatur dalam Undang-undang nomor 40 tahun 2007 tentang Perseroan terbatas serta dalam Peraturan pemerintah Nomor 27 Tahun 1998 tentang penggabungan, peleburan, dan pengambilalihan tentang kepentingan pemegang saham minoritas. Secara umum hukum perseroan terbatas menjadi pedoman dalam rangka perlindungan pemegang saham minoritas. Perlindungan terhadap saham minoritas merupakan salah satu hal yang penting terutama saat persroan melakukan perbuatan hukum seperti merger baik perlindungan hukum secara preventif maupun perlindungan hukum secara represif. Kata kunci: Perlindungan hukum, Pemegang saham, Merger

scholarly journals Entrepreneurship of Cities through Business Companies in the Slovak Republic

2019 ◽  
Vol 16 (1) ◽  
pp. 5-9
Author(s):  
Maroš Valach ◽  
Peter Ágh
Keyword(s):  
Slovak Republic ◽  
Limited Liability ◽  
Spatial Layout ◽  
Limited Liability Company ◽  
Asset Ownership ◽  
Legal Form ◽  
Research Results ◽  
Long Term Experience

Abstract Local self-governments in the Slovak Republic have many possibilities to do business to capitalize their assets and generate their own budget revenues. The purpose of the article was to identify and evaluate business companies through which local selfgovernments conduct business from different perspectives. We focused on businesses with asset ownership of municipalities with city status. When analyzing businesses, we have taken into account their size, spatial layout, legal form, subject of activity, and their economy. Slovak cities have a long-term experience with conducting business through business companies. Most of these are companies with 100% ownership of the cities, in terms of the legal form of a limited liability company. The research results confirm that the significant effect of government-run business is the increase in the value of assets.

scholarly journals Regulation of legal relationship between shareholders in closely held companies on the example of the Croatian limited liability company 

2018 ◽  
Vol 39 (1) ◽  
pp. 45-90
Author(s):  
Edita Čulinović-Herc ◽  
Sonja Marinac Rumora
Keyword(s):  
Corporate Governance ◽  
Limited Liability ◽  
Limited Liability Company ◽  
Minority Shareholders ◽  
Legal Form ◽  
Legal Relationship ◽  
Governance Challenges ◽  
Article Analysis ◽  
The Right ◽  
Majority Shareholder

<span>This article analysis regulation of legal relationship between shareholders in closely held company. Authors define “closely held companies” by functional approach, analyzing specific features which distinguish this type of companies from all other companies, regardless of their legal form. Available data suggests there are a significant number of these companies in Croatia and abroad. There are two basic corporate governance challenges in closely held company concerning the shareholders relations: potential abuse of its position by the majority shareholder, especially when majority shareholder acts as manager and the so-called “deadlock” when shareholders cannot reach agreement on any decision necessary for normal functioning of the company. Personal relations between the shareholders are in the core of these corporate governance issues. The Croatian private limited liability company is a model of closely held company in Croatia. Thus, this article analysis the withdrawal and exclusion of shareholders in Croatian court practice and its significance for solving the conflicts between shareholders in order to preserve the company. Authors advocate for more extensive use of the right to autonomously regulate the relationships between the shareholders in closely held companies. In that regard, authors suggest to use articles of association for more precise regulation of shareholders relationship, to set higher quorum when deciding important decisions in shareholders’ meeting which would empower the minority shareholders, to leave the important decisions on governing the company in the scope of the shareholders’ meeting and other. Also, authors consider that formation of supervisory body could contribute to achieve balance between the shareholders, especially between the majority and minority shareholders. Set of recommendations set in corporate governance codes could be of great use when drafting the articles of association. In that regard, authors call for de lege ferenda implementation of such a code, following the established practice on the comparative level</span>

scholarly journals Including Shareholders to Your Private Practice in Oral Surgery and Dentistry: Ukrainian Laws

2021 ◽  
Vol 5 (12) ◽  
pp. 135-136
Author(s):  
Ivan Nagorniak
Keyword(s):  
Real Estate ◽  
Private Practice ◽  
Oral Surgery ◽  
Limited Liability ◽  
Commercial Real Estate ◽  
Limited Liability Company ◽  
Dental Clinic ◽  
Legal Form ◽  
Easy Task ◽  
Two Stages

Dental clinic/office launch and development is non-easy task, which require not only a lot of efforts but also some level of the investments, especially for the commercial real estate and expensive equipment. And very often the amount of finances which one person or family is bringing to business may not be sufficient. Including of shareholders can help to reach that goal. Including the partners (ie, cofounders or shareholders) to your private clinic/ office in a legal form of Limited Liability Company (LLC) are possible upon two stages: (1) upon the business launch and (2) upon the business existence. The second variant is more complicated and has to be analyzed.

9. Limited Partnerships

2015 ◽  
Author(s):  
Geoffrey Morse
Keyword(s):  
Limited Liability ◽  
Regulatory Reform ◽  
Business Enterprise ◽  
Limited Partnership ◽  
The Law ◽  
Limited Partnerships

This chapter considers the origins and development of a limited partnership, created under the Limited Partnerships Act 1907 (LPA). The intention behind the 1907 Act was to allow the partnership form to be used by those who simply wanted to invest in a business under the protection of limited liability (up to the amount invested) for the debts of the firm. The partners (known as general partners) who ran the business would have no such protection. The chapter first examines the rights and duties of limited partners under the LPA and how these vary from general partnership law. It also looks into proposed changes made by the then Department for Business, Enterprise and Regulatory Reform regarding the law on limited partnerships.

scholarly journals Will the sup be an Effective Legal Form for smes as Well as for Subsidiaries within the European Union?

2017 ◽  
Vol 4 (3) ◽  
pp. 246-287
Author(s):  
Hylda Boschma ◽  
Hanny Schutte-Veenstra
Keyword(s):  
European Union ◽  
Limited Liability ◽  
Limited Liability Company ◽  
The European Union ◽  
Legal Form ◽  
Member States ◽  
National Legislation ◽  
Legal Forms ◽  
Common Label

In 2014, the Commission published a proposal for a Directive that introduces a single- member private limited liability company, under a common label: Societas Unius Personae (sup), into the national legislation of the eu-Member States. In this publication it is examined what kind of legal forms of capital companies already exist in the eu-Member States and whether the sup is a welcome addition. The proposed legal form of the sup is analysed in order to answer the question whether the sup is an appropriate legal form for smes and subsidiaries. Furthermore attention is paid to issues which generally arise when the European legislator attempts to introduce a new legal enterprise-form, such as the sup. The authors conclude that there are no irreconcilable differences between the laws of the eu-Member States that might hinder the introduction of the sup. Also the European principles of subsidiarity and proportionality will not constitute an obstacle.

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