Tokumei kumiai (匿名組合), literally "anonymous partnerships," are a Japanese bilateral contract governed by the Commercial Code of Japan, Article 535 et seq. In English, they are often called TK or silent partnerships. In many respects they are similar to common law limited partnerships.
In a tokumei kumiai arrangement, "anonymous (or silent) partners" (匿名組合員, tokumei kumiai'in) invest in a venture operated by a manager (営業者, eigyōsha).
By law, the partnership itself has no legal personality. Any assets of the partnership are the property of the manager; however, the anonymous partners have a right to a share of any profits from the venture, as provided in the partnership agreement. Anonymous partners have limited liability for the partnership's debts, on the condition that they are anonymous. If an anonymous partner allows their name to be used in the name of the manager or in the name of the partnership, the anonymous partner loses their limited liability.
Tokumei kumiai are often used for investment funds. A structure known as the "Dutch TK" was once popular among foreign investors in Japan, as it was possible to recognize income from Japan through a Dutch anonymous partner in a tokumei kumiai without paying Japanese income or withholding taxes under the tax treaty of 1970. This loophole was closed by a new tax treaty in August 2010, which imposes a 20% withholding tax on distributions through such structures.More recently, it has become popular to use a tokumei kumiai together with a godo kaisha to hold a trust beneficial interest in real estate using what is known as a "TK/GK scheme."
Business is the activity of making one's living or making money by producing or buying and selling products. Simply put, it is "any activity or enterprise entered into for profit."
A partnership is an arrangement where parties, known as business partners, agree to cooperate to advance their mutual interests. The partners in 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.
A limited liability company (LLC) is the US-specific form of a private limited company. It is a business structure that can combine the pass-through taxation of a partnership or sole proprietorship with the limited liability of a corporation. An LLC is not a corporation under state law; it is a legal form of a company that provides limited liability to its owners in many jurisdictions. LLCs are well known for the flexibility that they provide to business owners; depending on the situation, an LLC may elect to use corporate tax rules instead of being treated as a partnership, and, under certain circumstances, LLCs may be organized as not-for-profit. In certain U.S. states, businesses that provide professional services requiring a state professional license, such as legal or medical services, may not be allowed to form an LLC but may be required to form a similar entity called a professional limited liability company (PLLC).
Incorporation is the formation of a new corporation. The corporation may be a business, a nonprofit organization, sports club, or a government of a new city or town.
A limited liability partnership (LLP) is a partnership in which some or all partners have limited liabilities. It therefore can exhibit elements of partnerships and corporations. In an LLP, each partner is not responsible or liable for another partner's misconduct or negligence. This is an important difference from the traditional partnership under the UK Partnership Act 1890, in which each partner has joint liability. In an LLP, some or all partners have a form of limited liability similar to that of the shareholders of a corporation. Unlike corporate shareholders, the partners have the right to manage the business directly. In contrast, corporate shareholders must elect a board of directors under the laws of various state charters. The board organizes itself 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.
A private limited company is any type of business entity in "private" ownership used in many jurisdictions, in contrast to a publicly listed company, with some differences from country to country. Examples include the LLC in the United States, private company limited by shares in the United Kingdom, GmbH in Germany, société à responsabilité limitée in France, and sociedad de responsabilidad limitada in the Spanish-speaking world. The benefit of having a private limited company is that there is limited liability. However, shares can only be sold to shareholders in the business, which means that it can be difficult to liquidate such a company.
A limited partnership (LP) is a form of partnership similar to a general partnership except that while a general partnership must have at least two general partners (GPs), a limited partnership must have at least one GP and at least one limited partner. Limited partnerships are distinct from limited liability partnerships, in which all partners have limited liability.
A general partnership, the basic form of partnership under common law, is in most countries an association of persons or an unincorporated company with the following major features:
A theatrical producer is a person who oversees all aspects of mounting a theatre production. The producer is responsible for the overall financial and managerial functions of a production or venue, raises or provides financial backing, and hires personnel for creative positions.
A common contractual fund (CCF) is a collective investment scheme structure in Ireland introduced by the European Communities UCITS Regulations, 2003.
A gōdō gaisha (合同会社), or godo kaisha, abbreviated GK, is a type of business organization in Japan modeled after the American limited liability company (LLC), hence its nickname as the "Japanese LLC". It is a type of mochibun kaisha distinguished by offering limited liability for all investors.
In the United States, a master limited partnership (MLP) or publicly traded partnership (PTP) is a publicly traded entity taxed as a partnership. It combines the tax benefits of a partnership with the liquidity of publicly traded securities.
A société à responsabilité limitée is a form of private company that exists mainly in French-speaking countries, such as France, Luxembourg, Monaco, Algeria, Morocco, Tunisia, Madagascar, Lebanon, Switzerland, and Belgium. The primary purpose of a SARL is to conduct commercial activity.
Mochibun kaisha (持分会社) are a class of corporations under Japanese law. While mochibun kaisha have legal personality as corporations, their internal functions are similar to partnerships, as they are both owned and operated by a single group of members.
A gōshi gaisha(合資会社) is a type of "unlimited liability" incorporation under the Japanese Companies Act, but its structure is similar to that of a limited partnership. Unlike the other types of corporate structure, there is no limit on what a general partner of the company is legally responsible for.
In Japanese law, gō-mei gaisha (合名会社), means that all partners are jointly and severally liable for any liability incurred by the partnership, similar to an unlimited partnership in other countries. The partners' liability is unlimited, and creditors can go after each partner's personal assets if the assets of the partnership are insufficient to meet the obligations. The law divides legal relations of the Go-mei Gaisha into two categories: internal relations specified in Section 2 of the Go-mei Gaisha Law and external relations specified in Section 3 of the Go-mei Gaisha Law. Internal relations refers to relations between the partnership and the partners as well as relations among partners. The Commercial Code specifies that both the articles of incorporation and the Commercial Code govern these internal relations, but it has been commonly interpreted that the articles of incorporation override the Commercial Code when determining these rights. External relationship refers to relations between the partnership and third parties, as well as between a partner and third parties. External relations are governed by law to protect third parties by providing a fair, stable, and foreseeable legal relations.
An international joint venture (IJV) occurs when two businesses based in two or more countries form a partnership. A company that wants to explore international trade without taking on the full responsibilities of cross-border business transactions has the option of forming a joint venture with a foreign partner. International investors entering into a joint venture minimize the risk that comes with an outright acquisition of a business. In international business development, performing due diligence on the foreign country and the partner limits the risks involved in such a business transaction.
A Special Limited Partnership or SLP is the Luxembourg version of the similar Anglo-Saxon Limited Partnership. It is a tax efficient regime offering full tax transparency and neutrality. In addition, the SLP offers a high degree of contractual flexibility and is cost efficient, as the fundraising and investment structuring is in one jurisdiction.
Hello, Brother, also known as Little Brother, is a 2005 South Korean drama film directed by Lim Tai-hyung. The film starred Bae Jong-ok, Park Won-sang, and Park Ji-bin.