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For example, the directors of small companies (who are frequently also shareholders) are often required to give personal guarantees of the company's debts to those lending to the company. [5] They will then be liable for those debts that the company cannot pay, although the other shareholders will not be so liable. This is known as co-signing.
Corporations exist in part to shield the personal assets of shareholders from personal liability for the debts or actions of a corporation. Unlike a general partnership or sole proprietorship in which the owner could be held responsible for all the debts of the company, a corporation traditionally limited the personal liability of the shareholders.
A close equivalent to limited liability partnerships under Polish law 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 ...
Unlike general partners, limited partners enjoy limited liability, meaning that limited partners are not personally liable for the debts and obligations of the partnership and their personal assets cannot be reached to satisfy business debts. [4] General partners have unlimited personal liability for business debts. [5]
Directors' duties are a series of statutory, common law and equitable obligations owed primarily by members of the board of directors to the corporation that employs them. It is a central part of corporate law and corporate governance. Directors' duties are analogous to duties owed by trustees to beneficiaries, and by agents to principals.
An LLP does not have directors and share holders but it does have members. It is not governed by the rules for maintenance of capital which companies are. They have limited liability which means the LLP is liable for its debts for the full extent of its assets. LLP's are do not have a Memorandum or Articles of Association.
(7) A provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director: (i) For any breach of the director's duty of loyalty to the corporation or its ...
Typically, a PLLC's members must all be professionals practicing the same profession. In addition, the limitation of personal liability of members does not extend to professional malpractice claims. A series LLC is a special form of a limited liability company that allows a single LLC to segregate its assets into separate series. For example, a ...