Misplaced Pages

#611388

117-587: A limited liability partnership ( LLP ) is a partnership in which some or all partners (depending on the jurisdiction) have limited liabilities. It therefore can exhibit aspects of both partnerships and corporations . In an LLP, each partner is not responsible or liable for another partner's misconduct or negligence. This distinguishes an LLP from a traditional partnership under the UK Partnership Act 1890 , in which each partner has joint (but not several) liability . In an LLP, some or all partners have

234-401: A fr:Société en Participation (SEP), of a general partnership known as a fr:Société en Nom Collectif (SNC). The German Partnerschaftsgesellschaft or PartG is an association of non-commercial professionals, working together. Though not a corporate entity, it can sue and be sued, own property and act under the partnership's name. The partners, however, are jointly and severally liable for all

351-406: A self-governing Crown colony with responsible government . Brisbane was selected as the capital city. On 10 December 1859, a proclamation was read by George Bowen , the first Governor of Queensland , formally establishing Queensland as a separate colony from New South Wales. On 22 May 1860 the first Queensland election was held and Robert Herbert , Bowen's private secretary, was appointed as

468-650: A Kazakhstan LLP have limited liability, and they are liable for the debts of the partnership to the extent of the value of their corresponding participatory interests in the partnership. The names for LLP in Kazakhstan are "ЖШС" (which stands for Жауапкершілігі шектеулі серіктестік Jauapkerşılıgı şekteulı serıktestık ) in Kazakh and "ТОО" (which stands for Товарищество с ограниченной ответственностью Tovarishchestvo s ogranichennoy otvyetstvyennostʼyu ) in Russian. This

585-406: A board of directors under the laws of various state charters. The board organizes itself (also under the laws of the various state charters) and hires corporate officers who then have as "corporate" individuals the legal responsibility to manage the corporation in the corporation's best interest. An LLP also contains a different level of tax liability from that of a corporation. The combination of

702-570: 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

819-610: 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)

936-418: A collective ("joint") responsibility, to the extent that they may agree in an "LLP agreement", but no individual ("several") responsibility for each other's actions. As with a limited company or a corporation , members in an LLP cannot, in the absence of fraud or wrongful trading, lose more than they invest. In relation to tax, however, a UK LLP is similar to a partnership, namely, it is tax-transparent. That

1053-519: A compensation for the opportunity cost of lending money without using it for other fruitful purposes. To circumvent 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

1170-589: A corporation: An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. However, a sizable minority of states only extend such protection against negligence claims, meaning that partners in an LLP can be personally liable for contract and intentional tort claims brought against

1287-520: A first step toward partnership. This capacity to join forces in reciprocal services became 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

SECTION 10

#1732780330612

1404-569: 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

1521-597: A force of settlers and native police at Battle Mountain near modern Cloncurry . The subsequent battle of Battle Mountain ended in disaster for the Kalkadoon, who suffered heavy losses. Fighting continued in North Queensland , however, with First Nations raiders attacking sheep and cattle while Native Police mounted heavy retaliatory massacres. Tens of thousands of South Sea Islanders were kidnapped from islands nearby to Australia and sold as slaves to work on

1638-446: A form of limited liability similar to that of the shareholders of a corporation. Depending on the jurisdiction, however, the limited liability may extend only to the negligence or misconduct of the other partners, and the partners may be personally liable for other liabilities of the firm or partners. Unlike corporate shareholders, the partners have the power to manage the business directly. In contrast, corporate shareholders must elect

1755-569: A great rush to take up the surrounding land in the Darling Downs , Logan and Brisbane Valley and South Burnett onwards from 1840, in many cases leading to widespread fighting and heavy loss of life. The conflict later spread north to the Wide Bay and Burnett River and Hervey Bay region, and at one stage the settlement of Maryborough was virtually under siege. The largest reasonably well-documented massacres in southeast Queensland were

1872-556: 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

1989-423: 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

2106-652: A population of half a million people. Since then, Queensland has remained a federated state within Australia, and its population has significantly grown. In 1905 women voted in state elections for the first time. The state's first university, the University of Queensland , was established in Brisbane in 1909. In 1911, the first alternative treatments for polio were pioneered in Queensland and remain in use across

2223-478: A process known as blackbirding or press-ganging, and their employment conditions constituted an allegedly exploitative form of indentured labour. Italian immigrants entered the sugar cane industry from the 1890s. During the 1890s, the six Australian colonies, including Queensland, held a series of referendums which culminated in the Federation of Australia on 1 January 1901. During this time, Queensland had

2340-579: 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

2457-1052: A single commercial civilization in 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

SECTION 20

#1732780330612

2574-644: 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

2691-399: 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

2808-483: 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

2925-559: Is called a limited partnership in many countries. All provinces and territories—except Yukon , Prince Edward Island , and Nunavut —permit LLPs for lawyers and accountants. In British Columbia , the Partnership Amendment Act, 2004 (Bill 35) permits LLPs for lawyers, accountants, and other professionals, as well as businesses. In China, the LLP is known as a special general partnership (特殊普通合伙). The organizational form

3042-466: 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

3159-654: Is equivalent to the Romanian law vehicle known as a Societate civilă profesională cu răspundere limitată. LLPs are formed under the Limited Liability Partnerships Act 2005. This legislation draws on both the US and UK models of LLP, and like the latter establishes the Limited liability partnership (LLP) as a body corporate. However, for tax purposes it is treated like a general partnership, so that

3276-487: Is home to the Torres Strait Islander peoples . Torres Strait Islanders are ethnically and culturally distinct from mainland Aboriginal peoples. They have a long history of interaction with both Aboriginal peoples of what is now Australia and the peoples of New Guinea . In February 1606, Dutch navigator Willem Janszoon landed near the site of what is now Weipa , on the western shore of Cape York . This

3393-611: 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

3510-415: 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

3627-470: Is not subject to corporate or business tax, only its partners' respective income is taxed. An LLP is an approximate equivalent to the Greek ΕΠΕ (Εταιρεία Περιορισμένης Ευθύνης Etería Periorizménis Evthínis ) meaning Company of Limited Liability. In an ΕΠΕ the partners own personal shares that can be sold by a partner only when all other partners agree. The business management can be exercised either directly by

Limited liability partnership - Misplaced Pages Continue

3744-516: Is perhaps closest in nature to a limited liability company in the United States of America although it may be distinguished from that entity by the fact that the LLC, while having a legal existence independent of its members, is not technically a corporate body because its legal existence is time limited and therefore not "continuing." The LLP structure is commonly used by accountants to retain

3861-507: 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

3978-445: 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

4095-563: Is restricted to knowledge-based professions and technical service industries. The structure shields co-partners from liabilities due to the willful misconduct or gross negligence of one partner or a group of partners. There is no exact equivalent of a Limited Liability Partnership in France. A limited partnership is equivalent to the French law vehicle known as a fr:Société en Commandite . A partnership company can be an equity partnership, known as

4212-409: Is the spółka partnerska , where all partners are jointly and severally liable for the partnership's debts apart from those arising from another partner's misconduct or negligence. This partnership type is only addressed to representatives of some "high risk" occupations, such as lawyers, medicine doctors, tax advisers, accountants, brokers, sworn translators etc. An Limited liability partnership (LLP)

4329-441: Is the corporate body that conducts the business. There is also a concept of "simple partnership" in Kazakhstan law, which corresponds more closely to the general concept of partnership, but it is not widely used and is not well developed in Kazakhstan. In Kenya, limited liability partnerships have a legal personality distinct from its member partners. The liability of the partners is limited to any amount that may remain unpaid over

4446-411: Is the most popular business form in Kazakhstan. Almost any private business may be incorporated as an LLP (notable exceptions are banks, airlines, insurance companies, and mortgage companies, which must be incorporated in the form of a joint stock company). An LLP in Kazakhstan is a corporate body, and in fact, is a Limited Liability Corporation (LLC). Partners cannot conduct business on their own, and it

4563-779: Is the second-largest and third-most populous of the Australian states. It is bordered by the Northern Territory , South Australia and New South Wales to the west, south-west and south, respectively. To the east, Queensland is bordered by the Coral Sea and the Pacific Ocean ; to the state's north is the Torres Strait , separating the Australian mainland from Papua New Guinea , and the Gulf of Carpentaria to

4680-488: Is to say it pays no UK corporation tax or capital gains tax . Instead, LLP income and/or gains are distributed gross to partners as self-employed persons, rather than as PAYE employees. Partners receiving income and/or gains from an LLP are liable for their own taxation. There is no requirement for the LLP agreement even to be in writing because simple partnership-based regulations apply by way of default provisions. It has been closely replicated by Japan, Dubai, and Qatar. It

4797-582: The 138th meridian east , and to the southwest by northeastern South Australia . The state's southern border with New South Wales is constituted in the east by the watershed from Point Danger to the Dumaresq River , and the Dumaresq, Macintyre and Barwon rivers. The west of the southern border is defined by the 29th parallel south (including some minor historical encroachments ) until it reaches South Australia. Like much of eastern Australia,

Limited liability partnership - Misplaced Pages Continue

4914-625: The Australian frontier wars of the 19th century, colonists killed tens of thousands of Aboriginal people in Queensland while consolidating their control over the territory. On 6 June 1859 (now commemorated as Queensland Day ), Queen Victoria signed the letters patent to establish the colony of Queensland, separating it from New South Wales and thereby establishing Queensland as a self-governing Crown colony with responsible government . A large part of colonial Queensland's economy relied on blackbirded South Sea Islander slavery. Queensland

5031-524: The Brisbane River . He returned in 1824 and established a penal settlement at what is now Redcliffe . The settlement, initially known as Edenglassie , was then transferred to the current location of the Brisbane city centre . Edmund Lockyer discovered outcrops of coal along the banks of the upper Brisbane River in 1825. In 1839 transportation of convicts was ceased, culminating in the closure of

5148-630: The Gayiri Aboriginal people in response. Frontier violence peaked on the northern mining frontier during the 1870s, most notably in Cook district and on the Palmer and Hodgkinson River goldfields, with heavy loss of Aboriginal lives and several well-known massacres. Raids conducted by the Kalkadoon held settlers out of Western Queensland for ten years until September 1884 when they attacked

5265-610: The Great Dividing Range runs roughly parallel with, and inland from, the coast, and areas west of the range are more arid than the humid coastal regions. The Great Barrier Reef , which is the world's largest coral reef system, runs parallel to the state's Coral Sea coast between the Torres Strait and K'gari (Fraser Island) . Queensland's coastline includes the world's three largest sand islands: K'gari (Fraser Island) , Moreton , and North Stradbroke . The state contains six World Heritage -listed preservation areas:

5382-636: The Kilcoy and Whiteside poisonings, each of which was said to have taken up to 70 Aboriginal lives by use of a gift of flour laced with strychnine . At the Battle of One Tree Hill in September 1843, Multuggerah and his group of warriors ambushed one group of settlers, routing them and subsequently others in the skirmishes which followed, starting in retaliation for the Kilcoy poisoning. Central Queensland

5499-657: The Kingdom of Great Britain on 22 August 1770 at Possession Island , naming eastern Australia, including Queensland, New South Wales . The Aboriginal population declined significantly after a smallpox epidemic during the late 18th century and massacres by the European settlers. In 1823, John Oxley , a British explorer, sailed north from what is now Sydney to scout possible penal colony sites in Gladstone (then Port Curtis ) and Moreton Bay . At Moreton Bay, he found

5616-553: The Sunshine Coast , Townsville , Cairns , Ipswich , and Toowoomba . 24.2% of the state's population were born overseas . The state has the highest inter-state net migration in Australia. Queensland was first inhabited by Aboriginal Australians , with the Torres Strait Islands inhabited by Torres Strait Islanders . Dutch navigator Willem Janszoon , the first European to land in Australia, explored

5733-601: The Sunshine State for its tropical and sub-tropical climates, Great Barrier Reef , and numerous beaches, tourism is also important to the state's economy. Queensland was one of the largest regions of pre-colonial Aboriginal population in Australia. The Aboriginal occupation of Queensland is thought to predate 50,000 BC, and early migrants are believed to have arrived via boat or land bridge across Torres Strait . Through time, their descendants developed into more than 90 different language and cultural groups. During

5850-414: The Torres Strait to the north, with Boigu Island off the coast of New Guinea representing the northern extreme of its territory. The triangular Cape York Peninsula , which points toward New Guinea, is the northernmost part of the state's mainland. West of the peninsula's tip, northern Queensland is bordered by the Gulf of Carpentaria . To the west, Queensland is bordered by the Northern Territory , at

5967-585: 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

SECTION 50

#1732780330612

6084-643: The White Australia policy came into effect, which saw most foreign workers in Australia deported under the Pacific Island Labourers Act 1901 , which saw the Pacific Islander population of the state decrease rapidly. A public meeting was held in 1851 to consider the proposed separation of Queensland from New South Wales. On 6 June 1859, Queen Victoria signed letters patent to form the separate colony of Queensland as

6201-482: The White Australia policy in 1973 saw the beginning of a wave of immigration from around the world, and most prominently from Asia, which continues to the present. In 1981 the Great Barrier Reef off Queensland's northeast coast, one of the world's largest coral reef systems, was declared a UNESCO World Heritage Site . In 2003 Queensland adopted maroon as the state's official colour. The announcement

6318-534: The semi-arid and desert climatic regions of its interior . Queensland has a population of over 5.5 million, concentrated along the east coast, particularly in South East Queensland . The capital and largest city in the state is Brisbane , Australia's third-largest city . Ten of Australia's thirty largest cities are located in Queensland, the largest outside Brisbane being the Gold Coast ,

6435-650: 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

6552-653: The Brisbane penal settlement. In 1842 free settlement, which had already commenced, was officially permitted. In 1847, the Port of Maryborough was opened as a wool port. While most early immigrants came from New South Wales, the first free immigrant ship to arrive in Moreton Bay from Europe was the Artemisia , in 1848. Earlier than this immigrant ship was the arrival of the Irish famine orphan girls to Queensland. Devised by

6669-604: The Feisty Colleens, never set foot on Sydney soil, and instead sailed up to Brisbane (then Moreton Bay) on 21 October 1848 on board the Ann Mary . This scheme continued until 1852. In 1857, Queensland's first lighthouse was built at Cape Moreton . The frontier wars fought between European settlers and Aboriginal tribes in Queensland were the bloodiest and most brutal in colonial Australia. Many of these conflicts are now seen as acts of genocide. The wars featured

6786-1077: The Great Barrier Reef along the Coral Sea coast, K'gari (Fraser Island) on the Wide Bay–Burnett region's coastline, the wet tropics in Far North Queensland including the Daintree Rainforest , Lamington National Park in South East Queensland , the Riversleigh fossil sites in North West Queensland , and the Gondwana Rainforests in South East Queensland. The state is divided into several unofficial regions which are commonly used to refer to large areas of

6903-462: The LLP. While Tennessee and West Virginia have otherwise adopted RUPA, their respective adoptions of Section 306 depart from the uniform language, and only a partial liability shield is provided. As in a partnership or Limited liability company (LLC), the profits of a Limited liability partnership (LLP) are allocated among the partners for tax purposes, avoiding the problem of " double taxation " often found in corporations. Some US states have combined

7020-709: The LP and LLP forms to create limited liability limited partnerships . Partnership Partnerships have a long history; they were already in use in medieval times in Europe and in 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,

7137-648: The Legal Services Regulation Act, 2015. Limited liability partnerships ( 有限責任事業組合 , yūgen sekinin jigyō kumiai ) were introduced to Japan in 2006 during a large-scale revamp of the country's laws governing business organizations. Japanese LLPs may be formed for any purpose (although the purpose must be clearly stated in the partnership agreement and cannot be general), have full limited liability and are treated as pass-through entities for tax purposes. However, each partner in an Limited liability partnership (LLP) must take an active role in

SECTION 60

#1732780330612

7254-762: The Middle East, the qirad and mudarabas institutions developed when trade with 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

7371-468: The Native Police between 1859 and 1897. The military force of the Queensland Government in this war was the Native Police , who operated from 1849 to the 1920s. The Native Police was a body of Aboriginal and Torres Strait Islander troopers that operated under the command of white officers. The Native Police were often recruited forcefully from far-away communities. Conflict spread quickly with free settlement in 1838, with settlement rapidly expanding in

7488-479: 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

7605-418: 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

7722-402: The UK under the Limited Liability Partnerships Act 2000 and adopted elsewhere. The UK LLP is, despite its name, specifically legislated as a corporate body rather than as a partnership. Partnerships are governed on a state-by-state basis in Australia. In Queensland , a limited liability partnership is composed of at least one general partner and one limited partner. It is thus similar to what

7839-489: The UK, reorganizing as LLPs and LLCs has relieved them of owing the "duty of care" to individuals and clients who are adversely affected by audit failures. Accountancy firm partners share the profits, but don't have to suffer the consequences of negligence by firm or fellow partners. Not content with lobbying and financing political parties to get their way, accountancy firms have hired entire governments to advance their interests. PricewaterhouseCoopers and Ernst &Young hired

7956-438: The United Kingdom consists of: Limited partners may not: If they do, they become liable for all the debts and obligations of the firm up to the amount drawn out or received back or incurred while taking part in the management, as the case may be. Queensland Queensland ( locally / ˈ k w iː n z l æ n d / KWEENZ -land , commonly abbreviated as Qld ) is a state in northeastern Australia , and

8073-408: The age of sixteen. In total, approximately 15,000 South Sea Islander slaves died while working in Queensland, a figure which does not include those who died in transit or who were killed in the recruitment process. This represents a mortality rate of at least 30%, which is high considering most were only on three year contracts. It is also similar to the estimated 33% death rate of enslaved Africans in

8190-639: The banks in the early 1980s. The reason was that partners in law and accounting firms were subject to the possibility of huge claims which would bankrupt them personally, and the first LLP laws were passed to shield innocent members of these partnerships from liability. Although found in many business fields, the LLP is an especially popular form of organization among professionals, particularly lawyers , accountants , and architects . In some U.S. states, namely California , New York , Oregon , and Nevada , LLPs can only be formed for such professional uses. Formation of an LLP typically requires filing certificates with

8307-465: The board of partners or by a General Manager. In the aspect of liability, an ΕΠΕ is identical to an LLP. The Limited Liability Partnership Act 2008 was published in the official Gazette of India on 9 January 2009 and has been in effect since 31 March 2009. However, only limited sections of the Act have been ratified. Rules of the Act were published in the official Gazette on 1 April 2009 and amended in 2017. The first Limited liability partnership (LLP)

8424-423: The business, so the model is more suitable for joint ventures and small businesses than for companies in which investors plan to take passive roles. Japanese LLPs may not be used by lawyers or accountants, as these professions are required to do business through an unlimited liability entity. A Japanese Limited liability partnership (LLP) is not a corporation, (i.e. a separate legal entity from partners within

8541-405: The capital of the partnership. However, partners may be deemed liable for omissions or actions done by themselves if they lacked the relevant authority from the partnership or the affected party knew that such partner lacked authority or had no reason to believe that such person was a partner in the partnership. Registration is what vests such legal personality upon the entity. Registration is done by

8658-463: The closure of the state borders. With a total area of 1,729,742 square kilometres (715,309 square miles), Queensland is an expansive state with a highly diverse range of climates and geographical features. If Queensland were an independent nation, it would be the world's 16th largest. Queensland's eastern coastline borders the Coral Sea , an arm of the Pacific Ocean. The state is bordered by

8775-660: The colony's agricultural plantations through a process known as blackbirding . This trade in what were then known as Kanakas was in operation from 1863 to 1908, a period of 45 years. Some 55,000 to 62,500 were brought to Australia, most being recruited or blackbirded from islands in Melanesia , such as the New Hebrides (now Vanuatu ), the Solomon Islands and the islands around New Guinea . The majority of those taken were male and around one quarter were under

8892-572: The county and state offices. Although specific rules vary from state to state, all states have passed variations of the Revised Uniform Partnership Act . The liability of the partners varies from state to state. Section 306(c) of the Revised Uniform Partnership Act (1997) (RUPA), a standard statute adopted by a majority of the states, grants LLPs a form of limited liability similar to that of

9009-416: 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,

9126-440: 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

9243-464: 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

9360-517: The first Premier of Queensland . In 1865, the first rail line in the state opened between Ipswich and Grandchester . Queensland's economy expanded rapidly in 1867 after James Nash discovered gold on the Mary River near the town of Gympie , sparking a gold rush and saving the State of Freddy-Mercury-land from near economic collapse. While still significant, they were on a much smaller scale than

9477-712: The first commercial production of oil in Queensland and Australia began at Moonie . During World War II Brisbane became central to the Allied campaign when the AMP Building (now called MacArthur Central ) was used as the South West Pacific headquarters for General Douglas MacArthur , chief of the Allied Pacific forces, until his headquarters were moved to Hollandia in August 1944. In 1942, during

9594-458: The first three years of being taken to America. The trade was legally sanctioned and regulated under Queensland law, and prominent men such as Robert Towns made massive fortunes off of exploitation of slave labour, helping to establish some of the major cities in Queensland today. Towns' agent claimed that blackbirded labourers were "savages who did not know the use of money" and therefore did not deserve cash wages. Following Federation in 1901,

9711-898: The flexibility of the partnership structure with the protection from liability for the individual negligence or misconduct of other partners makes the structure attractive to professional-services firms with potentially large exposure to professional malpractice claims in the absence of limited liability. The form has thus historically been adopted most widely by law firms and accounting firms . Limited Liability Partnerships, as well as all forms of limited liability companies, offer alternatives to traditional company and corporate structures. Limited liability can enable opportunities for new business growth that were formerly accessible only to those who had access to large amounts of capital or other resources. Depending on jurisdiction and industry, there can be negative consequences for stakeholders associated with limited liability. For some large accountancy firms in

9828-470: 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

9945-422: The gold rushes of Victoria and New South Wales. Immigration to Australia and Queensland, in particular, began in the 1850s to support the state economy. During the period from the 1860s until the early 20th century, many labourers, known at the time as Kanakas , were brought to Queensland from neighbouring Pacific Island nations to work in the state's sugar cane fields. Some of these people had been kidnapped under

10062-424: The last ice age , Queensland's landscape became more arid and largely desolate, making food and other supplies scarce. The people developed the world's first seed-grinding technology. The end of the glacial period brought about a warming climate, making the land more hospitable. It brought high rainfall along the eastern coast, stimulating the growth of the state's tropical rainforests. The Torres Strait Islands

10179-490: The later decades of the 20th century, the humid subtropical climate —regulated by the availability of air conditioning—saw Queensland become a popular destination for migrants from interstate. Since that time, Queensland has continuously seen high levels of migration from the other states and territories of Australia. In 1966, Lyndon B. Johnson became the first U.S. president to visit Queensland. During his visit, he met with Australia prime minister Harold Holt . The end of

10296-696: The legislature of Jersey to enact an LLP Bill, which they themselves had drafted. They awarded themselves protection from lawsuits, with little public accountability... Accounting is central to all calculations about institutionalised abuses, tax and responsibility avoidance. In the U.S., the Delaware Supreme Court Chief Justice Myron Steele suggested that limited liability entities should not be held to common law standards of fiduciary principles (as applied to all other company and corporate structures). Instead, he argued that courts should use contractual analysis of

10413-633: 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

10530-451: The meaning of Anglo-American Law) but rather, exists as a contractual relationship between the partners, similar to an American Limited liability partnership (LLP). Japan also has a type of corporation with a partnership-styled internal structure, called a godo kaisha , which is closer in form to a British Limited liability partnership (LLP) or American limited liability company . The concept of LLP exists in Kazakhstan law. All partners in

10647-452: The most frequent massacres of First Nations people, the three deadliest massacres on white settlers, the most disreputable frontier police force, and the highest number of white victims to frontier violence on record in any Australian colony. Across at least 644 collisions at least 66,680 were killed — with Aboriginal fatalities alone comprising no less than 65,180. Of these deaths, around 24,000 Aboriginal men, women and children were killed by

10764-463: The north-west. With an area of 1,723,030 square kilometres (665,270 sq mi), Queensland is the world's sixth-largest subnational entity ; it is larger than all but 16 countries . Due to its size, Queensland's geographical features and climates are diverse, and include tropical rainforests , rivers , coral reefs , mountain ranges and white sandy beaches in its tropical and sub-tropical coastal regions, as well as deserts and savanna in

10881-399: The only Australian state with a unicameral parliament . In 1935 cane toads were deliberately introduced to Queensland from Hawaii in an unsuccessful attempt to reduce the number of French's cane and greyback cane beetles that were destroying the roots of sugar cane plants, which are integral to Queensland's economy. The toads have remained an environmental pest since that time. In 1962,

10998-820: The partners rather than the partnership are subject to tax (tax transparency). In the United Kingdom LLPs are governed by the Limited Liability Partnerships Act 2000 (in Great Britain ) and the Limited Liability Partnerships Act (Northern Ireland) 2002 in Northern Ireland , with the rules governing this scheme consolidated across the UK with the Companies Act 2006 , the latter coming into effect in 2009. It

11115-416: 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

11232-555: 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

11349-507: The partnership agreement when assessing cases of improper corporate governance . This directly led to elimination of the "independent fiduciary duty of good faith" in Delaware corporate law in 2006. Limited liability partnerships are distinct from limited partnerships in some countries, which may allow all LLP partners to have limited liability, while a limited partnership may require at least one unlimited partner and allow others to assume

11466-503: 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

11583-403: The partnership's debts, except when only some partners' misconduct caused damages to another party — and then only if professional liability insurance is mandatory. Another exception, possible since 2012, is a Partnerschaftsgesellschaft mbB (mit beschränkter Berufshaftung) where all liabilities from professional misconduct are limited by the partnership's capital. The Partnerschaftsgesellschaft

11700-538: The partnerships contributed to the Commercial Revolution which started in 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

11817-441: 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

11934-451: 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

12051-524: The registrar of companies after meeting. The requirements are set out in the Limited Liability Partnership Act of 2011. In Nigeria, limited liability partnerships (LLP) have legal personality. However, one must register a partnership first before it can gain the status of limited liability partnerships. Either way the liability of the partners are limited. A close equivalent to limited liability partnerships under Polish law

12168-422: The role of a passive and limited liability investor. As a result, in these countries, the LLP is more suited for businesses in which all investors wish to take an active role in management. In some countries, an LLP must have at least one person known as a "general partner", who has unlimited liability for the company. There is considerable difference between LLPs as constituted in the U.S. and those introduced in

12285-440: 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

12402-547: The tax structure of traditional partnerships whilst adding some limited liability protection. LLPs are also becoming more common among firms in the legal profession such as solicitors although they are permitted to use a limited company structure. In the United States , each individual state has its own law governing their formation. Limited liability partnerships emerged in the early 1990s: while only two states allowed LLPs in 1992, over forty had adopted LLP statutes by

12519-556: The then British Secretary of State for the Colonies, The Earl Grey Scheme established a special emigration scheme which was designed to resettle destitute girls from the workhouses of Ireland during the Great Famine. The first ship, the "Earl Grey", departed Ireland for a 124-day sail to Sydney. After controversy developed upon their arrival in Australia, a small group of 37 young orphans, sometimes referred to as The Belfast Girls or

12636-472: The time LLPs were added to the Uniform Partnership Act in 1996. The limited liability partnership was formed in the aftermath of the collapse of real estate and energy prices in Texas in the 1980s. This collapse led to a large wave of bank and savings and loan failures. Because the amounts recoverable from the banks were small, efforts were made to recover assets from the lawyers and accountants that had advised

12753-428: The war, Brisbane was the site of a violent clash between visiting US military personnel and Australian servicemen and civilians, which resulted in one death and hundreds of injuries. This incident became known colloquially as the Battle of Brisbane . The end of World War II saw a wave of immigration from across Europe, with many more immigrants coming from southern and eastern Europe than in previous decades. In

12870-555: The west coast of the Cape York Peninsula in 1606. In 1770, James Cook claimed the east coast of Australia for the Kingdom of Great Britain . In 1788, Arthur Phillip founded the colony of New South Wales, which included all of what is now Queensland. Queensland was explored in subsequent decades, and the Moreton Bay Penal Settlement was established at Brisbane in 1824 by John Oxley . During

12987-603: The world today. World War I had a major impact on Queensland . Over 58,000 Queenslanders fought in World War I and over 10,000 of them died. Australia's first major airline, Qantas (originally standing for "Queensland and Northern Territory Aerial Services"), was founded in Winton in 1920 to serve outback Queensland. In 1922 Queensland abolished the Queensland Legislative Council , becoming

13104-587: Was among the six colonies which became the founding states of Australia with Federation on 1 January 1901. Since the Bjelke-Petersen era of the late 20th century, Queensland has received a high level of internal migration from the other states and territories of Australia and remains a popular destination for interstate migration. Queensland has the third-largest economy among Australian states, with strengths in mining, agriculture, transportation, international education , insurance, and banking. Nicknamed

13221-512: Was incorporated on 2 April 2009. In India as in many other jurisdictions, an Limited liability partnership (LLP) is different from a Limited Partnership. A limited liability partnership (LLP) operates like a limited partnership, but in an Limited liability partnership (LLP), each member is protected from personal liability, except to the extent of their capital contribution in the LLP. Limited liability partnerships are permitted in Ireland under

13338-537: Was lobbied for by the Big Four auditing firms , all of which had converted by January 2003, limiting their liability for their audits. A UK limited liability partnership is a corporate body - that is to say, it has a continuing legal existence independent of its members, as compared to a partnership which may (in England and Wales, does not) have a legal existence dependent upon its membership. A UK LLP's members have

13455-575: Was made as a result of an informal tradition to use maroon to represent the state in association with sporting events. After three decades of record population growth, Queensland was impacted by major floods between late 2010 and early 2011 , causing extensive damage and disruption across the state. In 2020 Queensland was impacted by the COVID-19 pandemic . Despite a low number and abrupt decline in cases from April 2020 onward, social distancing requirements were implemented from March 2020 including

13572-565: Was particularly hard hit during the 1860s and 1870s, several contemporary writers mention the Skull Hole, Bladensburg, or Mistake Creek massacre on Bladensburg Station near Winton , which in 1901 was said to have taken up to 200 Aboriginal lives. First Nations warriors killed 19 settlers during the Cullin-La-Ringo massacre on 17 October 1861. In the weeks afterwards, police, native police and civilians killed up to 370 members of

13689-556: Was the first recorded landing of a European in Australia , and it also marked the first reported contact between Europeans and the Aboriginal people of Australia . The region was also explored by French and Spanish explorers (commanded by Louis Antoine de Bougainville and Luís Vaez de Torres , respectively) before the arrival of Lieutenant James Cook in 1770. Cook claimed the east coast under instruction from King George III of

#611388