Similarities. Each protects an owner from being personally liable. • Each may have one or up to 75 people who can have an ownership position. • Each business will need to file organizational papers with the Secretary of State and will need to get an Employers Identification Number (EIN). • Each type has some sort of written “rules of the road” for the business to operate. • Each type is what is called a “pass through” entity, in that profits or losses from the business pass through to the owners. The company does not file its own separate tax return, but it is attached to the owner’s 1040. • Each type requires an owner to be personally responsible for the income and Social Security taxes on his/her portion of the business profits. • Each type allows owners to be hired as an employee of the company, draw only profits from the company, or a mixture of both. • Each type has paperwork that documents decisions made by the company, and particular meetings that must occur regularly. The subchapter S has a little more paperwork. Differences • Terms for owners – owners in a sub S corporation are called stockholders. They are called members in an LLC • Terms for organizational paperwork – In a sub S, they are called the Articles of Incorporation. In an LLC, they are the Articles of Organization. An LLC should have another agreement stating whether it is managed by a manager, a member, or several members. • The LLC may offer more tax flexibility. For example, a single member LLC can file as a sole proprietorship, corporation, or partnership on a tax return. The IRS does not recognize the LLC (that does not mean that it is not legal nor does it take away from any shielding of liability). That just means that the LLC must choose how it is to be taxed. Your accountant may be able to better advise you. • When you file as a corporation with the Secretary of State, you are automatically a Regular C corporation. After your state filing, within 75 days you need to file an IRS Form 8832 to request to be a subchapter S corporation. If you miss that window, you’ll be taxed like a regular corporation, and will need to change that designation the next year. If you miss the window, your accountant can help you if there are any tax ramifications for changing structure. It’s easier if you just do this right up front! How to Decide Unless a new business owner has decided on the sole proprietorship, we see many people who have great anxiety about whether to choose an LLC or sub S status. They are b...
Similarities a. Success of both depenas upon reduction in trade barriers and sound internal financial xxx economic policies.
Similarities. In both leniency agreements and summary judgments: • The responsible legal entity must fully reimburse for any financial damage caused to the public treasury; • A withdrawn or rejected request does not impact the recognition of the occurrence of misconduct; • Brazilian authorities cannot consider or use any received documents if the proposal is withdrawn or rejected. Differences • While leniency agreements mainly aim to help the investigation gain leverage via new information, a summary judgment is a simple admission of wrongdoing that does not necessarily require legal entities to submit further evidence; • As a consequence, leniency agreements offer legal entities far greater benefits than summary judgments; • In leniency agreements, the extent of the admission of wrongdoing results from negotiations with authorities based on new information the collaborator provides. The summary judgment is more limited in its scope and is less flexible, as it must correspond to the allegations within the PAR; • There is no provision for extending the effects of a summary judgment to legal entities within the same economic group; • At the federal level, only the CGU has the power to approve requests for summary judgments; • Legal entities can enter into leniency agreements with federal, state and municipal authorities, while a summary judgment can only be entered into with the CGU. xxxxxxxxxxx.xxx.xx 9 SÃO PAULO CAMPINAS RIO DE JANEIRO BRASÍLIA NEW YORK LONDON
Similarities. Use for research and teaching Yes Yes Yes Yes Attribution Yes Yes Yes Yes Compliance with laws and regulations Yes Yes Yes Yes No warranty (for example, third-party rights) Yes Yes Yes Yes Recipient assumes liability Yes Yes Yes Yes Recipient indemnifies provider No No No No Reach-through rights or restrictions No No No No Fees for preparation and distribution (optional) Yes Yes Yes Yes Fees for royalties No No No No Provenance tracking Yes Yes Yes Yes Alignment with policies of public and private funders of research Yes Yes Yes Yes Differences Academia or nonprofit only Yes No No No Ease of use internationally No Yes Yes Yes Distribution of materials or derivatives No No No Yes Use for commercial purposes No No No Yes aUBMTA, Uniform Biological Material Transfer Agreement (xxxxx://xxx.xxx.xxx.gov/resources/); SLA, NIH Sim Agreement (xxxxx://xxx.xxx.xxx.gov/resources/); Science Commons MTA19. ple Letter Drafting the OpenMTA
Similarities both are indivisible - they may be constituted by the debtor or a stranger - they must be constituted on immovable (but these must be fruit-bearing (industrial, civil and natural) in antichresis) - both may secure all kinds of obligation - both are accessory contracts
Similarities. 1. Both variations allow the producer to establish a guaranteed floor with limited upside potential.
