Law Of Business Entities

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Law Of Business Entities

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Law Of Business Entities

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Question:
Discuss about the Law of Business Entities.

Answer:
Incorporation of the Limited Partnership and Limited Liability Company

Introduction:
There have been limited shares of profits of a company and a limiting liability for organisations of business. Limited Partnership is a bridge between the corporate limited liability of a company and the personal liability of an ordinary partnership which have often been overlooked. In the world of common law, limited partnership has an undistinguished history and rarely establishes a position as the vehicle for a distinctive commercial activity. There have been an opportunities for investment which is generated by the will of the government in encouraging the commercialisation within Australia of more intellectual capital and the potential of business which is spawned by the designers of Australia, prospectors and investors and providing the impetus for the development.

Limited Partnership Formation
Under Section 51, Limited Partnership must be registered foe meeting the needs in section 8. It is necessary that, there should be basically one partial partner who can provide input of capital. They do not have tights in the participation in the management and they are not responsible for any liabilities beyond. A person cannot be both limited partner as well as common partner with same partnership. There must be a written partnership agreement in a limited partnership (Aaronson, 2011). An agreement of partnership is successful as after the registration of the limited partnership and partners which also include subsequent partners are in agreement in performing the agreement as applicable to them. The amendment of the partnership agreement is a written document which the limited partners sign agreement to the procedures given in the contract of partnership. A partnership has to provide whether there are any restrictions on the partner’s ability in assigning or otherwise disposing of the interests of partnership of that person and the restriction nature. The agreement also provides the entitlement of partners to distributions and whether there is a competition among limited and general partner. There is provision for restricting the business or other activities which limited partners as well as new partners have admission to the partnership.   The agreement provides for the termination of the specific associates and how associates leave the partial partnership which includes as a partner is disqualified from partial partnership and how the partnership is admitted partially. It also provides for the financial statement of the limited partners. Limited partnership may have specific powers and capacity which are contained in the provision of the agreement. Liability of partnership is similar to the shareholders of a company and that is limited to the contribution of capital. Partnership for a limited period doesn’t manage the partial companionship.   A person who becomes a limited partner has to register in the limited partnership. When the management process in not run by the partial partner liability of debts does not comes on the partnership which is done partially. It is necessary that the name of both the partners should be stated in the written contract where partial partnership is stated and any document should be issued in the form of legal obligation in the partnership which is limited by time. The Limited Partnership formation is done by an appropriate registration process with Registrar of companies in New Zealand and not on earlier signing of partnership agreement (Litvak, 2009). The details of the registration for the Limited Partnership are available publicly from the Registrar of Companies. Information about the Limited Partnership is private and cannot be obtained publicly. Limited partners of limited partnership are liable for specific tax accountability of the partnership limited by time. A partnership limited by time always has an office in New Zealand and the description of the registered office have to include its address. A limited partnership has to keep records of the partnership agreement along with all other agreements to it and the proceedings of the congregation and the declaration of the associates includes in last seven years. He also has to keep a register of the business which is last known current partner and the person ceasing to be a partner for the last seven years. A general partner belonging to a limited partnership have to make sure that balance date for a limited time period of partnership should be commenced with a balanced date when the financial statements should be recorded with complete relative to the limited partnership and the general partners sign the balance dates by two general partners belonging to a limited partnership when general partner it requires to be signed by that partner (Rong, 2010).

Essay
Introduction
The Company Act 1993 governs the incorporation and the management and the liquidation of the companies. A company may have many shareholders. The Securities Act 1978 regulates the process of raising funds from public in order to set up the company. Companies are identified with the quotes related to Unlisted or New Zealand Stock Exchange. When group member companies transact Australia corporate group poses certain dangers for the creditors. Corporate law of Australia needs the act of the directors in the company’s interest for their appointment. Australian corporate law needs directors for the interest of the company for their appointment. Corporate Governance needs a structure in order to verify and safeguard the integrity of the financial reporting. Corporate Social Responsibility (CSR) and the consideration by directors of interests to corporate stakeholders is a debate in Australia. Directors and corporate have regards to the stakeholder’s interests other than shareholders.

Formation of a Company
At least one shareholder and one director must be present in the company Shares must be denominated in accordance to the monetary value. Directors have to certify that there will be no disqualification from the appointment in order to hold the office of the directors. The Companies Act 1993 states the obligation, duties and rights of the board of the companies. The provisions of the Company Act 1993 states the requirement of a constitution of the company. There are 25% of shares of a company which are owned by non-residents, audited annual accounts must be filed in the New Zealand Companies Office. There must be reservation of the company name with expense incorporation of the fee which is prescribed and the document filing process is needed by the Company Registration including an approval discern and the application of the registrar, consent of the shareholder and the directors and the constitution is optional. A GST registration and a company IRD (tax) number are needed. At the time of incorporating IRD tax and registration on GST is required here. Overseas Companies want to carry forward the New Zealand’s business. Shares in the companies of New Zealand are not needed to be held by residents of New Zealand (Hellwig, 2010).
Companies which are incorporated outside New Zealand are known as overseas companies. It can be established either through the branch registration of an overseas company or through the incorporation of local subsidiary and acquisition of registered company in New Zealand.   There are also other ways of establishment of the overseas company like limited partnership (Al-Qirim, 2008). The registration of either a branch or a subsidiary has become more time consuming because of the amendments made to the Companies Act 1993 because of the decisions for establishing an overseas company branch by registering on the overseas company in New Zealand or incorporated a subsidiary company depending on issues of legal structures and taxation of both New Zealand and overseas and a limited liability subsidiary having limited liability with respect to the operations of New Zealand. In the name of Registrar Company the overseas company’s branch are registered in New Zealand. The resident’s name of the director and full name with the branch’s address of New Zealand and address of the directors who are overseas is needed to be registered (Kelsey, 2015)
Companies which are incorporated do not require filing a constitution and changes of the director with the New Zealand Registrar of companies because of the facilities for sharing the information which are the implementations between the Companies of Australian Securities and New Zealand and the Investment Commission.
The taxation laws of New Zealand consists of Income Tax Act 2007 as well as revenue acts which includes Goods and Services Tax act 1985. All new companies which have been incorporated in New Zealand should have details of the directors and the shareholders along with the consent forms which are signed by the director and the shareholders. The address details for the document services and the registered office located in New Zealand and the address for the communication with the company. There must also be any additional documents and details which are requested by the New Zealand Company Office including the verification of the identification of the shareholders and the directors like certified copies of the passport of the director and the utilities bill to acknowledge the identity of the director and the residential address
The concept of misunderstanding especially for the owners of small business is protecting personal wealth. Many business owners are advantageous of high priced asset protection plan. Australian Corporate Law needs directors in order to act in the best interest of the company to which they are appointed. The duty conflicts with the action of the directors within a corporate group managing and controlling on the basis of an enterprise which is single. The acts complies, how to control corporate group and the members of the company.
In the group case law, non codified group law is described briefly with several points. The enterprise liability is considered in the article where corporate group is provided and interests and conflicts of creditors with additional protection are described here with several interests (Whiting & Miller, 2008).

References
Aaronson, S. A. (2011). Limited partnership: Business, government, civil society, and the public in the Extractive Industries Transparency Initiative (EITI). Public Administration and Development, 31(1), 50-63.
Al-Qirim, N. (2008). The adoption of eCommerce communications and applications technologies in small businesses in New Zealand. Electronic Commerce Research and Applications, 6(4), 462-473.
Hellwig, M. F. (2010). Capital regulation after the crisis: business as usual?. MPI Collective Goods Preprint, (2010/31).
Kelsey, J. (2015). The New Zealand experiment: A world model for structural adjustment?. Bridget Williams Books.
Litvak, K. (2009). Venture capital limited partnership agreements: Understanding compensation arrangements. The University of Chicago Law Review, 161-218.
Rong, J. (2010). By Limited Partnership. Friend of Science Amateurs, 1, 051.
Whiting, R. H., & Miller, J. C. (2008). Voluntary disclosure of intellectual capital in New Zealand annual reports and the “hidden value”. Journal of Human Resource Costing & Accounting, 12(1), 26-50.

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