Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations
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Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations

Edited by Robert W. Hillman and Mark J. Loewenstein

Presenting alternatives to the corporate form of organization, the Handbook explores partnerships, LLCs, business trusts and other alternatives. Specially commissioned chapters by leading scholars in the field examine issues such as: fiduciary duties, agency principles, contractual freedom, tax treatment, the special circumstances of law firms, and dissolution. While much of the emphasis is on US law, a number of chapters include treatments of Japan, the UK, Russia, China, Taiwan, India and Brazil.
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Chapter 18: Harmonization, rationalization, and uniformity

Robert R. Keatinge


A juridical form of business or nonprofit organization (“Form of organization” or simply “Form”) such as a business corporation, limited liability company (“LLC”), or partnership is generally organized or recognized under a state statute (an “Organic statute”). An organization formed in accordance with an Organic statute is generally regarded as a coherent and distinct legal entity. The organization may be thought of as an aggregation of component characteristics (“Characteristics”) which provide for the nature of the organization and its property and liabilities and the rights and duties of the organization, its owners, its managers, those who deal with it, and the governmental authorities that recognize and regulate it. These Characteristics range from the mundane (such as the name and designator that the organization may use in registering with the state) to the sublime (such as the default or mandatory rights and duties among the owners, managers, and the organization and the ability to order these rights and duties by agreement). Some Characteristics are common to many or all Forms of organization while others are unique to a single Form, but in any case, the aggregate combination of Characteristics comprising a Form of organization defines that Form in contrast to others. The increase in the pace of change in existing Forms and the addition of new Forms have been significant since the middle of the 1980s.

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