Peter, Paul, and Mary should consider starting a limited liability partnership (LLP). A limited liability partnership that has at least two members is similar to a general partnership because both entities file similar tax returns. LLPs do not treat their members as employees. Thus, there is no withholding of tax on their income. Like partnerships, LLPs have self-employment taxes and limited life. Corporations are independent entities with liability for their actions and debts. They have complex tax and legal requirements. While a partnership may be crippled by limited life and disagreements, partners are able to combine their skills and finances in running the business. In addition, partnerships enjoy management flexibility, pass-through taxation, and limited liability. A limited liability partnership is an ideal business entity in this case. It enjoys the flexibility of partnership while avoiding the complex formalities imposed on corporations.
A limited liability partnership is a corporate body with separate legal status from its members. This entity requires at least two members. They enter into a “limited liability partnership agreement” which describes the nature and scope of their relationship. The registration of an LPP occurs at Companies House upon the completion of the Memorandum of Association, the Articles of Association, and Form IN01. Following registration, members file statutory accounts, an incorporation document, an annual return, and certain notifications on debentures and mortgages.
That all the three members had sold the company before the death of Peter canceled the policy by implication. The selling of the business dissolved the entity. As a result, both the insurance company that issued the life insurance policy on Peter’s life to fund the shareholder’s agreement and the insurance company that insured the building cannot be held liable. Peter’s life insurance only goes beyond the period in which he is useful to the business. In a similar way, the fire policy could only be applicable if the partners were still in legal ownership of the entity. Following the sale, the partners lost insurable interest in the business.
Steven has a right to survivorship in the apartment building. He has the right to dispose of the apartment to Richard despite the fact that he had written the will before Paul’s death. The joint ownership of the Certificate of Deposit also binds Steven to his mutual obligation to Amanda. He cannot waive his legal obligation to the joint tenancy by assigning his share to a third party. Hence, the Certificate of Deposit will not be passed to Richard. The life insurance proceeds will not be distributed to Richard. Steven had not canceled the life insurance policy, implying that the benefits are to be passed to his nominated beneficiary, Karen. Steven’s intention was for Karen to be the beneficiary of the insurance proceeds. The “test of intention” also applies to the gift Steven gave to the American Cancer Society. He wrote the check with the intention that it would be delivered to the American Cancer Society for charity. The fact that the gift is beneficial to the American Cancer Society implies acceptance, even though it is not yet mailed.
The merger extinguished Ace Manufacturing Inc. Newco assumed all the liabilities, privileges, and rights of Ace. Hence, Newco is liable for any judgment that the plaintiff obtains in relation to the item manufactured by Ace before its incorporation. Newco should structure the deal differently by adding a contractual merger clause to the merger agreement. This can be used with parole evidence in defense of such fraud claims.