Topic 3 Flashcards
how much is the minimul capital required by the Second Directive on legal capital?
25,ooo euros
What are the pros and cons of Sole Proprietorship
Pros: No need to register No double taxation No mandatory corporate formalities Complete control
Cons:
No limited liability
What are pros and cons and what is Partnership and Joint Venture
Two or more individuals for profit
JV: temporal partnership
Pros
- no double taxation
No formal register
- Informational federal return, but no tax
Cons:
- no limitation of personal liability
- financially liable for the act of the other
- all persons can act on behalf of others
What is and are the pros and cons of limited partnership
Under State law, 2 or more individuals
1 or more limited partner, at least one general partner
Pros
- limited liability
- no double taxation but IFR
- no mandatory corporation formalities
Cons
- no LL for general partner
- limited partner can’t participate in management
What is and are the pros and cons of limited liability partnership
Limited liability for those personally act
Pros: Limited liability for all No double taxation IFR No mandatory corpor form All partners participate
Cons
- some States set limit to the type
What is and are the pros and cons of limited liability company
1 or more individual. Members, not partners
Partnership for federal tax
Pros
LL
Generally no taxation, unless fulfills corporate form
1 member could be
Cons
- no much developed
- if more than 400, have to pay self employment tax
What is Société Anonyme
2 or three organ structure.
SH meeting, Managmente Board and Supervisory Board
Minimum 7 natural or legal persons, formality
Minimum 37K capital
Transfer by single agent
No list in stock exchange
Sole liability of the company
Employee self determination is public of owned more than 3% by employees
Cross broader mergers complicated, but with Directive of 2005
What is Société par actions simplifiée
New type
Flexibility management powers
1 or more natural or legal persons
Mandatory commercial registration
Legal personality
No minimum share
No compulsory employee determination
LL
No stock exchange list
What is Société a responsabilité limitée
No full legal existence, contract of its own name
1 SH, sole liability of the company
Mandatory registration
No minimum share
No employee co-determination
2 organ: SHs and Managers
Public version?Société Anonyme
Stock exchange possible
37 K
Amendments must be registered
