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52-524: Blue Heron Press is a privately held company and literary press currently headquartered in Toronto , Canada. Blue Heron Press was founded in New York City in 1952 by Howard Fast . The name arose as a result of a friend's suggestion it be called the "Red Herring Press", but Fast agreed that "while that was colorful, it did not strike [him] as a fruitful aid to selling books". Blue Heron Press

104-570: A business in common with a view of profit" and is not a joint stock company or an incorporated company. If the business entity registers with the Registrar of Companies it takes the form of a limited partnership defined in the Limited Partnerships Ordinance. However, if this business entity fails to register with the Registrar of Companies, then it becomes a general partnership as a default. A limited partnership in

156-610: A business partnership are personally liable for the debts and obligations of the partnership. Forms of partnership have evolved that may limit a partner's liability. The general partnership, in which all partners manage the business and are personally liable for its debts, developed under common law . General partners have an obligation of strict liability to third parties injured by the Partnership. General partners may have joint liability or joint and several liability depending upon circumstances. The limited partnership (LP)

208-545: A distinctive feature, and a long lasting success factor, of the Hanseatic team spirit. A close examination of medieval trade in Europe shows that numerous significant credit based trades were not bearing interest. Hence, pragmatism and common sense called for a fair compensation for the risk of lending money, and a compensation for the opportunity cost of lending money without using it for other fruitful purposes. To circumvent

260-569: A fixed share of the partnership (usually, but not always an equal share with the other partners) and, upon distribution of profits, receive a portion of the partnership's profits proportionate to that share. In more sophisticated partnerships, different models exist for determining either ownership interest, profit distribution, or both. Two common alternate approaches to distribution of profit are " lockstep " and " source of origination " compensation (sometimes referred to, more graphically, as "eat what you kill"). The source of origination compensation

312-556: A partner is the agent of the firm for the purpose of the business of the firm" 5) Oral or Written Agreements . The Partnership Act, 1932 nowhere mentions that the Partnership Agreement is to be in written or oral format. Thus the general rule of the Contract Act applies that the contract can be 'oral' or 'written' as long as it satisfies the basic conditions of being a contract i.e. the agreement between partners

364-423: A partnership agreement, even if it has not been reduced to writing. In common law jurisdictions, a written partnership agreement is not legally required, but partners may benefit from a partnership agreement that articulates the important terms of their relationship. In business, two or more companies join forces in a joint venture, a buyer–supplier relationship, a strategic alliance or a consortium to i) work on

416-428: A partnership may be individuals, businesses , interest -based organizations , schools , governments or combinations. Organizations may partner to increase the likelihood of each achieving their mission and to amplify their reach. A partnership may result in issuing and holding equity or may be only governed by a contract. Partnerships have a long history; they were already in use in medieval times in Europe and in

468-579: A project (e.g. industrial or research project) which would be too heavy or too risky for a single entity, ii) join forces to have a stronger position on the market, iii) comply with specific regulation (e.g. in some emerging countries, foreigners can only invest in the form of partnerships with local entrepreneurs). In this case, the alliance may be structured in a process comparable to a Mergers & Acquisitions transaction. A large literature in business and management has paid attention to forming and managing partnership agreements. It has, in particular, shown

520-644: Is registered as a company under Companies Act, 2013 or formed in pursuance of some other law. Some other law means companies and corporations formed via some other law passed by Parliament of India . 7) Mutual agency is the real test . The real test of 'partnership firm' is 'mutual agency' set by the Courts of India, i.e. whether a partner can bind the firm by his act, i.e. whether he can act as agent of all other partners. Statutory regulation of partnerships in Canada fall under provincial jurisdiction . A partnership

572-399: Is a partnership in which general partners manage the partnership's operations, and limited partners forego the right to manage the business in exchange for limited liability for the partnership debts. The liability of limited partners is limited to their investment in the partnership. This form of partnership was developed in the 19th century, the U.K. where it was imparted by charter, and in

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624-483: Is basically a settlement between two or more groups or firms in which profit and loss are equally divided In Bangladesh, the relevant law for regulating partnership is the Partnership Act 1932. A partnership is defined as the relation between persons who have agreed to share the profits of a business carried on by all or any of them acting for all. The law does not require written partnership agreement between

676-523: Is entitled to a share of the partnership's profits. Silent partners may prefer to invest in limited partnerships in order to insulate their personal assets from the debts or liabilities of the partnership. Summarising s. 5 of the Partnership Act 1958 (Vic), for a partnership in Australia to exist, four main criteria must be satisfied. They are: Partners share profits and losses. A partnership

728-611: Is legally enforceable. A written agreement is advisable to establish existence of partnership and to prove rights and liabilities of each partner, as it is difficult to prove an oral agreement. 6) Number of Partners is minimum 2 and maximum 50 in any kind of business activities . Since partnership is 'agreement' there must be minimum two partners. The Partnership Act does not put any restrictions on maximum number of partners. However, section 464 of Companies Act 2013, and Rule 10 of Companies (Miscellaneous) Rules, 2014 prohibits partnership consisting of more than 50 for any businesses, unless it

780-415: Is not a separate legal entity and partnership income is taxed at the rate of the partner receiving the income. It can be deemed to exist regardless of the intention of the partners. Common elements considered by courts in determining the existence of a partnership are that two or more legal persons: Under U.S. law a partnership is a business association of two or more individuals, through which partners share

832-571: Is often found in former Eastern Bloc countries to differentiate from former state-owned enterprises , but it may be used anywhere in contrast to a state-owned or a collectively owned company. In the United States , a privately held company refers to a business entity owned by private stakeholders, investors, or company founders, and its shares are not available for public purchase on stock exchanges. That contrasts with public companies, whose shares are publicly traded, which allows investing by

884-507: Is rarely seen outside of law firms. The principle is simply that each partner receives a share of the partnership profits up to a certain amount, with any additional profits being distributed to the partner who was responsible for the "origination" of the work that generated the profits. British law firms tend to use the lockstep principle, whereas American firms are more accustomed to source of origination. When British firm Clifford Chance merged with American firm Rogers & Wells , many of

936-445: Is reached, the partnership is typically enforceable by civil law , especially if well documented. Partners who wish to make their agreement affirmatively explicit and enforceable typically draw up articles of partnership . Trust and pragmatism are also essential as it cannot be expected that everything can be written in the initial partnership agreement, therefore quality governance and clear communication are critical success factors in

988-515: Is referred to as privatization . A privately owned enterprise is one form that private property may take. In the United Kingdom, a close or closely held company is defined as a company which is controlled by either five or fewer shareholders or is controlled by shareholders who are also directors. Partnerships A partnership is an agreement where parties agree to cooperate to advance their mutual interests. The partners in

1040-728: The Corporations Act 2001 requires publicly traded companies to file certain documents relating to their annual general meeting with the Australian Securities and Investments Commission (ASIC). There is a similar requirement for large proprietary companies, which are required to lodge Form 388H to the ASIC containing their financial report. In the United States, private companies are held to different accounting auditing standards than public companies, overseen by

1092-478: The Corporations Act 2001 limits a privately held company to 50 non-employee shareholders. A privately owned enterprise is a commercial enterprise owned by private investors, shareholders or owners (usually collectively , but they can be owned by a single individual ), and is in contrast to state institutions, such as publicly owned enterprises and government agencies . Private enterprises comprise

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1144-585: The Uniform Partnership Act and the Uniform Limited Partnership Act . Most U.S. states have adopted a form of the Uniform Partnership Act , which includes provisions regulating general partnerships , limited partnerships and limited liability partnerships . Although the federal government does not have specific statutory law for establishing partnerships, it has an extensive statutory and regulatory scheme for

1196-599: The private company limited by shares in the United Kingdom (abbreviated Ltd ) or unlimited company and the proprietary limited company (abbreviated Pty Ltd ) or unlimited proprietary company (abbreviated Pty ) in South Africa and Australia . In India , private companies are registered by the Registrar of Companies , which is under the Ministry of Corporate Affairs . Indian private companies must contain

1248-408: The private sector of an economy. An economic system that 1) contains a large private sector where privately run businesses are the backbone of the economy, and 2) a business surplus is controlled by the owners, is referred to as capitalism . This contrasts with socialism , where the industry is owned by the state or by all of the community in common. The act of taking assets into the private sector

1300-650: The taxation of partnerships , set forth in the Internal Revenue Code (IRC) and Code of Federal Regulations . The IRC defines federal tax obligations for partnership operations that effectively serve as federal regulation of some aspects of partnerships. A partnership in Hong Kong is a business entity formed by the Hong Kong Partnerships Ordinance, which defines a partnership as "the relation between persons carrying on

1352-481: The 13th century. In the 15th century the cities of the Hanseatic League would mutually strengthen each other; a ship from Hamburg to Gdansk would not only carry its own cargo but was also commissioned to transport freight for other members of the league. This practice not only saved time and money, but also constituted a first step toward partnership. This capacity to join forces in reciprocal services became

1404-973: The Jubilee Edition) contained a new preface by W.E.B. Du Bois that was reprinted in Monthly Review but is largely absent in current prints. Privately held company Private companies are often less well-known than their publicly traded counterparts but still have major importance in the world's economy . For example, in 2008, the 441 largest private companies in the United States accounted for $ 1.8 trillion in revenues and employed 6.2 million people, according to Forbes . Separately, all non-government-owned companies are considered private enterprises . That meaning includes both publicly traded and privately held companies since their investors are individuals. Private ownership of productive assets differs from state ownership or collective ownership (as in worker-owned companies). This usage

1456-712: The Levant, namely the Ottoman Empire and the Muslim Near East, flourished and when early trading companies , contracts , bills of exchange and long-distance international trade were established. After the fall of the Roman Empire, the Levant trade revived from the 10th to 11th century in Byzantine Italy. The eastern and western Mediterranean formed part of a single commercial civilization in

1508-1016: The Middle Ages, and the two regions were economically interdependent through trade (in varying degrees). The Mongols adopted and developed the concepts of liability in relation to investments and loans in Mongol– ortoq partnerships, promoting trade and investment to facilitate the commercial integration of the Mongol Empire. The contractual features of a Mongol- ortoq partnership closely resembled that of qirad and commenda arrangements; however, Mongol investors used metal coins, paper money, gold and silver ingots and tradable goods for partnership investments and primarily financed money-lending and trade activities. Moreover, Mongol elites formed trade partnerships with merchants from Central and Western Asia and Europe, including Marco Polo 's family. To come into being, every partnership necessarily involves

1560-617: The Middle East. According to a 2006 article, the first partnership was implemented in 1383 by Francesco di Marco Datini , a merchant of Prato and Florence. The Covoni company (1336–40) and the Del Buono-Bencivenni company (1336–40) have also been referred to as early partnerships, but they were not formal partnerships. In Europe, the partnerships contributed to the Commercial Revolution which started in

1612-686: The Private Company Counsel division of the Financial Accounting Standards Board . Researching private companies and private companies' financials in the United States can involve contacting the secretary of state for the U.S. state of incorporation (or for LLC or partnership, state of formation), or using specialized private company databases such as Dun & Bradstreet . Other companies, like Sageworks , provide aggregated data on privately held companies, segmented by industry code. By contrast, in

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1664-531: The State government and Central (National) Government can legislate i.e. pass laws on). 3) Unlimited Liability . The major disadvantage of partnership is the unlimited liability of partners for the debts and liabilities of the firm. Any partner can bind the firm and the firm is liable for all liabilities incurred by any firm on behalf of the firm. If property of partnership firm is insufficient to meet liabilities, personal property of any partner can be attached to pay

1716-418: The U.S. where it was created by statute. More recently, additional forms of partnership have been recognized: A silent partner or sleeping partner is one who still shares in the profits and losses of the business, but who is not involved in its management. Sometimes the silent partner's interest in the business will not be publicly known. A silent partner is often an investor in the partnership, who

1768-502: The United Kingdom, all incorporated companies are registered centrally with Companies House . Privately held companies also sometimes have restrictions on how many shareholders they may have. For example, the U.S. Securities Exchange Act of 1934 , section 12(g), limits a privately held company, generally, to fewer than 2000 shareholders, and the U.S. Investment Company Act of 1940 , requires registration of investment companies that have more than 100 holders. In Australia, section 113 of

1820-605: The United States but not generally in the United Kingdom , the term is also extended to partnerships , sole proprietorships or business trusts . Each of those categories may have additional requirements and restrictions that may impact reporting requirements, income tax liabilities, governmental obligations, employee relations, marketing opportunities, and other business obligations and decisions. In many countries, there are forms of organization that are restricted to and are commonly used by private companies, for example,

1872-416: The debts of the firm. 4) Partners are Mutual Agents .The business of firm can be carried on by all or any of them acting for all. Any partner has authority to bind the firm. Act of any one partner is binding on all the partners. Thus, each partner is 'agent' of all the remaining partners. Hence, partners are 'mutual agents'. Section 18 of the Partnership Act, 1932 says "Subject to the provisions of this Act,

1924-440: The difficulties associated with that merger were blamed on the difficulties of merging a lockstep culture with a source of origination culture. Partnerships recognized by a government body may enjoy special benefits from taxation policy . Among developed countries, for example, business partnerships are often favored over corporations in taxation policy, since dividend taxes only occur on profit before they are distributed to

1976-464: The establishment of partnerships. Instead, every U.S. state and the District of Columbia has its own statutes and common law that govern partnerships. The National Conference of Commissioners on Uniform State Laws has issued non-binding model laws (called uniform act) in which to encourage the adoption of uniformity of partnership law into the states by their respective legislatures. Model laws include

2028-470: The following common characteristics: 1) A partnership firm is not a legal entity apart from the partners constituting it. It has limited identity for the purpose of tax law as per section 4 of the Partnership Act of 1932. 2) Partnership is a concurrent subject . Contracts of partnerships are included in the Entry no.7 of List III of The Constitution of India (the list constitutes the subjects on which both

2080-558: The general public. In countries with public trading markets, a privately held business is generally taken to mean one whose ownership shares or interests are not publicly traded. Often, privately held companies are owned by the company founders or their families and heirs or by a small group of investors. Sometimes, employees also hold shares in private companies. Most small businesses are privately held. Subsidiaries and joint ventures of publicly traded companies (for example, General Motors ' Saturn Corporation ), unless shares in

2132-489: The immediate erosion of customer and stakeholder confidence in the event of financial duress. Further, with limited reporting requirements and shareholder expectations, private firms are afforded a greater operational flexibility by being able to focus on long-term growth rather than quarterly earnings. In addition, private company executives may steer their ships without shareholder approval, which allows them to take significant action without delays. In Australia, Part 2E of

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2184-633: The long run. It is common for information about formally partnered entities to be made public, such as through a press release, a newspaper ad, or public records laws. Partner compensation will often be defined by the terms of a partnership agreement. Partners who work for the partnership may receive compensation for their labor before any division of profits between partners. In certain partnerships of individuals, particularly law firms and accountancy firms, equity partners are distinguished from salaried partners (or contract or income partners ). The degree of control which each type of partner exerts over

2236-416: The partners to form a partnership. A partnership is not required to be registered, but a partnership is considered as a separate legal identity from its owners only if the partnership is registered. There must be a minimum of 2 partners and maximum of 20 partners. According to section 4 of the Partnership Act of 1932,"Partnership is defined as the relation between two or more persons who have agreed to share

2288-555: The partners. However, depending on the partnership structure and the jurisdiction in which it operates, owners of a partnership may be exposed to greater personal liability than they would as shareholders of a corporation. In such countries, partnerships are often regulated via antitrust laws, so as to inhibit monopolistic practices and foster free market competition . Enforcement of the laws, however, varies considerably. Domestic partnerships recognized by governments typically enjoy tax benefits, as well. At common law , members of

2340-503: The partnership depends on the relevant partnership agreement . Although individuals in both categories are described as partners, equity partners and salaried partners have little in common other than joint and several liability . In many legal systems, salaried partners are not technically "partners" at all in the eyes of the law. However, if their firm holds them out as partners, they are nonetheless subject to joint and several liabilities. In their most basic form, equity partners enjoy

2392-441: The profits and responsibility for the liabilities of their venture. U.S. states recognize forms of limited partnership that may allow a partner who does not participate in the business venture to avoid liability for the partnership's debts and obligations. Partnerships typically pay less taxes than corporations in fields like fund management. The federal government of the United States does not have specific statutory law governing

2444-451: The profits of a business carried on by all or any one of them acting for all". This definition superseded the previous definition given in section 239 of Indian Contract Act 1872 as – "Partnership is the relation which subsists between persons who have agreed to combine their property, labor, skill in some business, and to share the profits thereof between them". The 1932 definition added the concept of mutual agency. The Indian Partnerships have

2496-440: The role of contracts and relational mechanisms to organize business partnerships. Partnerships present the involved parties with complex negotiations and special challenges that must be navigated to agreement. Overarching goals, levels of give-and-take, areas of responsibility, lines of authority and succession , how success is evaluated and distributed, and often a variety of other factors must all be negotiated. Once an agreement

2548-637: The subsidiary itself are traded directly, have characteristics of both privately held companies and publicly traded companies. Such companies are usually subject to the same reporting requirements as privately held companies, but their assets, liabilities, and activities are also including the reports of their parent companies , as are required by the accountancy and securities industry rules relating to groups of companies. Private companies may be called corporations , limited companies , limited liability companies , unlimited companies , or other names, depending on where and how they are organized and structured. In

2600-488: The usury laws edicted by the Church, other forms of reward were created, in particular through the widespread form of partnership called commenda , very popular with Italian merchant bankers. Florentine merchant banks were almost sure to make a positive return on their loans, but this would be before taking into account solvency risks. In the Middle East, the qirad and mudarabas institutions developed when trade with

2652-579: The word Private Limited at the end of their names. Privately held companies generally have fewer or less comprehensive reporting requirements and obligations for transparency , via annual reports, etc. than publicly traded companies do. For example, in the United States, privately held companies are not generally required to publish their financial statements . By not being required to disclose details about their operations and financial outlook, private companies are not forced to disclose information that may potentially be valuable to competitors and so can avoid

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2704-508: Was a way for Fast to publish his book Spartacus , which at the time was blacklisted . Spartacus became the first book published by the new press. In 1953, Blue Heron Press published a reprint of W. E. B. Du Bois ' The Souls of Black Folk , which was the eighth book published by Blue Heron Press. The suggestion was made by Shirley Graham Du Bois as a 50th anniversary edition, as it had been previously published in 1903 by A. C. McClurg & Company. The 50th anniversary edition (called

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