Business Structures | Limited Liability Company Structure Report

Added on -2020-02-19

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1Business StructuresName:Course Professor’s nameUniversity nameCity, StateDate of submission
21PART AIntroductionJohn and Stephen Green are brothers and are in the process of forming a limited liabilitycompany structure which is meant to propel them to the next business in property market. Theinheritance in received from their father’s estate is quite huge to make a limited company whichis different from other business structures since it is a legal person on itself according to the law.Limited Liability CompanyThose interested in developing business in our country are commonly advised by lawyers and notaries in carrying out their activities through a legal person in order to limit their personal responsibility1. In that sense, the common thing is to choose to constitute a Corporation, or as it is known Limited Company2. The most important characteristic of these figures is that they limit the liability of members only to the amount of contributions made when subscribing the company's capital stock, excluding their personal assets, as they are autonomous and independentof relationships which are carried out by the companies, and therefore, are beyond 31Clayton, Patricia,Forming A Limited Company(Kogan Page, 2008)2Dignam, Alan J and John P Lowry,Company Law(Oxford University Press, 2016)23Feld, Brad and Amy Batchelor,Startup Life(J. Wiley & Sons, 2013)
3the reach of creditors and the obligations that the company could have in the development of its business and business activities.StructureThe main differences between the Limited Company and the other business structures are mainlyin the issue of directors and the representation of social capital4. In that sense, in the Corporation,the governing body is made up of a Board of Directors, establishing the legal obligation of at least a chairman, Secretary and Treasurer, who may be different from the partners3. In addition, the existence of a monitoring body known as the fiscal is necessary. This is the most complex form of association offered by our legal system.As regards the representation of the share capital, in the Corporation this is constituted by shares,which constitute an aliquot portion of the same, while in the Limited Liability Company, the share capital is represented by quotas, which do not can be transferred by endorsement as if actions can be5. Another difference is that since Limited Liability Companies are more closed than Corporations, there are restrictions on the transferability of quotas, specifically because the 44Gallos, Joan V,Business Leadership(John Wiley & Sons, 2014)5Gopal, Namita,Business Communication(New Age International, 2009)45Gopal, Namita,Business Communication(New Age International, 2009)6Hannigan, Brenda M,Company Law(Oxford University Press, 2016)
4prior and express consent of the other quota holders is required. have a pre-emptive right for their acquisition.Shares and share ownershipIn this business structure, as in all corporations, the share capital is represented in shares that are distributed among the shareholders according to their contribution to the capital stock. These shares, which by their nature are freely transmissible, may be issued in different classes, each class granting rights other than its holders, such as non-voting shares, preferential dividends, etc.In the Company, the ownership of the shares is an aspect that is not public; That is, unless the company authorizes it or is done by judicial order or the law, no one can have access to the identity of the shareholders. In the limited liability company, when a transfer of shares is made, itdoes not need to be registered in the public registers, but will only be recorded in the Stock Registration Book of the company, which constitutes a private record. The ownership of the shares of the company is public information, therefore the transfer of shares is formalized in a public deed and Public Registers are registered in the item corresponding to the share capital.Formation of Capital and Formation of a company under the new companies Act55Hannigan, Brenda M,Company Law(Oxford University Press, 2016)

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