...General Partnership Agreement of a Business Owned by Individuals ARTICLES OF PARTNERSHIP OF ^ABCD ASSOCIATES ARTICLES OF PARTNERSHIP of ^, ^, ^, and ^, dated ^, 19^. RECITAL The parties hereto wish: (a) to enter together into the business of purchasing, acquiring, operating, leasing, owning and selling real property, including but not limited to that certain parcel of land described on Exhibit A hereto and all improvements constructed thereon and (b) in order to provide for and carry out the foregoing, to form and do business as a general partnership under and pursuant to Illinois law. NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the parties agree as follows: Definitions As used in this Agreement the terms listed below will have the meanings stated below, and other terms defined elsewhere will have the meanings there ascribed to them: "Agreement" or "this Agreement": these Articles of Partnership. "Bankruptcy": with respect to any Person, shall mean that such Person shall have become insolvent or generally failed to pay, or admitted in writing his or its inability to pay, debts as they become due; or shall have applied for, consented to, or acquiesced in the appointment of, a trustee, receiver or other custodian for such Person or any property of such Person, or such Person makes a general assignment for the benefit of creditors; or, in the absence of such application, consent...
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...ARTICLES OF PARTNERSHIP OF LEGACY ASSOCIATES KNOW ALL MEN BY THESE PRESENTS: That, we the undersigned, all of legal age and residents of the Republic of the Philippines have agreed to amend a general partnership under the terms and conditions herein after set forth and subject to the provisions of existing laws of the Republic of the Philippines. RECITAL The parties hereto wish: (a) to enter together into the business of purchasing, acquiring, operating, leasing, owning and selling real property, (b) in order to provide for and carry out the foregoing, to form and do business as a general partnership under and pursuant to Philippine law. NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the parties agree as follows: Definitions As used in this Agreement the terms listed below will have the meanings stated below, and other terms defined elsewhere will have the meanings there ascribed to them: "Agreement" or "this Agreement": these Articles of Partnership. "Bankruptcy": with respect to any Person, shall mean that such Person shall have become insolvent or generally failed to pay, or admitted in writing his or its inability to pay, debts as they become due; or shall have applied for, consented to, or acquiesced in the appointment of, a trustee, receiver or other custodian for such Person or any property of such Person, or such Person makes a general assignment for the benefit of...
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...Opportunities for the Foreign Investor in U.S. Real Estate— If Planning Comes First by Michael Hirschfeld and Shaul Grossman Appeared in January 2001 edition of RIA’s Journal of Taxation © Copyright 2003 RIA. All rights reserved. WG&L Journals INTERNATIONAL Opportunities for the Foreign Investor in U.S. Real Estate—If Planning Comes First Author: By Michael Hirschfeld and Shaul Grossman MICHAEL HIRSCHFELD is a partner, and Shaul Grossman is an associate, in the New York City office of the international law firm of Dechert. Mr. Hirschfeld is a member of the ABA Tax Section’s committees on Real Estate (of which he is the past Chair), Foreign Activities of US Taxpayers, and US Activities of Foreigners & Tax Treaties, among others, and has written for The Journal on many occasions. Copyright © 2000, Michael Hirschfeld and Shaul Grossman. The complexities of FIRPTA and the even broader withholding scheme that backs it up require that a nonresident acquire a thorough understanding of the rules before making an investment in real estate. The choice of whether to use an entity—and which one—or to hold the investment directly, as well as the type of investment—equity or debt—can have significant and sometimes expensive consequences. Edited By Sanford H. Goldberg, J.D., and Herbert H. Alpert, J.D. The global economy is a fact of life at the start of the new millennium. One consequence is that cross-border investments in real estate will expand significantly...
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...Lands to Which it Applies, and Officers Charged With Its Execution SECTION 1. The short title of this Act shall be "The Public Land Act. SECTION 2. The provisions of this Act shall apply to the lands of the public domain; but timber and mineral lands shall be governed by special laws and nothing in this Act provided shall be understood or construed to change or modify the administration and disposition of the lands commonly called "friar lands'' and those which, being privately owned, have reverted to or become the property of the Commonwealth of the Philippines, which administration and disposition shall be governed by the laws at present in force or which may hereafter be enacted. SECTION 3. The Secretary of Agriculture and Commerce shall be the executive officer charged with carrying out the provisions of this Act through the Director of Lands, who shall act under his immediate control. SECTION 4. Subject to said control, the Director of Lands shall have direct executive control of the survey, classification, lease, sale or any other form of concession or disposition and management of the lands of the public domain, and his decisions as to questions of fact shall be conclusive when approved by the Secretary of Agriculture and Commerce. SECTION 5. The Director of Lands, with the approval of the Secretary of Agriculture and Commerce shall prepare and issue such forms, instructions, rules, and regulations consistent with this Act, as may be necessary and proper...
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...TX1 Basic Concept Tax policy Branch o the department of finance: responsible for the development and evaluation of federal taxation policies and legislation. Canada Revenue Agency: actual collection of taxes and interpretation of tax law Tax payable by persons resident in Canada: An income tax shall be paid … on the taxable income for each taxation year of every person resident in Canada at any time in the year. Persons: including corporations and anybody representing such persons. (Individuals, corporations, and trusts that represent individuals or corporations.) Full time resident: are subject to tax on their worldwide income throughout the entire calendar year. All domestic and foreign sources of income, including capital gains, must be included in the computation of net income. Non-resident person: may be subject to tax only if he was employed in Canada, carried on a business in Canada or disposed of a taxable Canadian property. The tax liability for the non-resident person would be calculated on the income from these items only, not on world income. Deemed resident: ▪ Sojourning in Canada for 183 days or more in a year ▪ Being a member of Canadian forces ▪ Performing services outside Canada under an international assistance program of the Canadian International Development Agency, if the individual was resident in Canada at any time during the three months prior to the day the services commenced; and ▪ Being an officer...
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...Chapter 9 Review: * Contributions to Partnerships §721 * No gain or loss on the exchange * Tax basis in transferred property is carryover basis * Debt Allocation Rules §752 * Liabilities considered contribution of money of the partnership * Decrease in liabilities=distribution §721 does not apply when an incoming partner contributes personal services to a partnership in exchange for ownership interest. Capital interest: ordinary compensation to extent of interest, becomes partner’s initial outside basis (ex. substantial risk of forfeiture) Profits/Losses interest: does not recognize current income because there is no initial liquidation value; initial basis is zero, recognize income to extent of future profits + Original basis of contribution + Additional contributions + Increase in share of liabilities + Distributive share of taxable K income (inc. capital gains) + Distributive share of tax-exempt K income – Distributions of cash and property – Decrease in share of liabilities – Distributive share of nondeductible expenses – Distributive share of losses = Partner’s outside basis for interest §83 election: taxed now instead of when restriction lapses, good if stock price increases Computation of Partnership Taxable Income * Same as individual; Form 1065—ordinary business income or loss * However, must classify income in two groups * Separately stated items: capital gains and losses, §1231...
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...EARLY WARNING REPORT FILED UNDER NATIONAL INSTRUMENT 62-103 1. Name and address of the offeror ESL Partners, L.P., a Delaware limited partnership (“Partners”) ESL Investors, L.L.C., a Delaware limited liability company (“Investors”), SPE I Partners, LP, a Delaware limited partnership (“SPE I”), SPE Master I, LP, a Delaware limited partnership (“SPE Master I”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Institutional Partners, L.P., a Delaware limited partnership (“Institutional”), RBS Investment Management, L.L.C., a Delaware limited liability company (“RBSIM”), CRK Partners, L.L.C., a Delaware limited liability company (“CRK”), ESL Investments, Inc., a Delaware corporation (“ESL”), and Edward S. Lampert, a United States citizen. Partners, Investors, SPE I, SPE Master I, RBS, Institutional, RBSIM, CRK, ESL and Mr. Lampert are collectively defined as the “Offerors”. The principal address of each of the Offerors is 1170 Kane Concourse, Suite 200, Bay Harbor, Florida 33154 2. The designation and number or principal amount of securities and the offeror’s security holding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances. On November 13, 2012, Sears Holdings Corporation (“Sears Holdings”) is effecting a partial spin-off of shares of Sears Canada...
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...Course Schedule Course Modules Review and Practice Exam Preparation Resources Module 10: Transfers of property among family members Overview The transfer of property between persons not dealing at arm’s length is one of the elements that must be considered in taxation to ensure that there are no unexpected tax consequences. The ITA contains rules to prevent tax benefits inconsistent with the spirit of the ITA when people are not dealing with each other at arm’s length. These rules apply mainly where the beneficiary of the transfer or loan of property does not give the transferor sufficient consideration or there is an unacceptable attempt to split income. To reduce taxes on death, the situation can be planned by carrying out an estate freeze, which involves estimating the taxes payable on death and limiting them to this estimate. This module describes some different freezing techniques that are available. Module 10 focuses on (1) your technical knowledge in taxation, and (2) your professionalism in respect to the integrative approach. The technical material mainly focuses on the tax treatment of gifts and non-arm’s length transactions, the attribution rules that limit the ability to split income within a family unit to take advantage of the progressive tax rates, and the usefulness of the estate freeze mechanism for reducing taxes on transferring wealth to the next generation. From an integrative perspective, professionalism includes relations with...
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...ISLLC Standards for School Leaders Standard 1 A school administrator is an educational leader who promotes the success of all students by facilitating the development, articulation, implementation, and stewardship of a vision of learning that is shared and supported by the school community. Knowledge The administrator has knowledge and understanding of: 1. Learning goals in a pluralistic society 2. The principles of developing and implementing strategic plans 3. Systems theory 4. Information sources, data collection, and data analysis strategies 5. Effective communication 6. Effective consensus-building and negotiation skills Dispositions The administrator believes in, values, and is committed to: 1. The educability of all 2. A school vision of high standards of learning 3. Continuous school improvement 4. The inclusion of all members of the school community 5. Ensuring that students have the knowledge, skills, and values needed to become successful adults 6. A willingness to continuously examine one's own assumptions, beliefs, and practices7. The school community is involved in school improvement efforts ISLLC Standards for School Leaders Standard 2 8. The vision shapes the educational programs, plans, and activities 9. The vision shapes the educational programs, plans, and actions 10. An implementation plan is developed in which objectives and strategies to achieve the vision and goals are clearly articulated 11. Assessment data related to student...
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...Project Research Essay Outline I. Topic II. Introduction A. What are the rules B. Who they apply to III. Body A. What is a PTP B. How it works C. Why it matters D. Examples of PTPs E. Benefits of PTP’s IV. Conclusion Publicly Traded Partnerships (PTPs) and the passive loss limitations According to the IRS Publication 925, there are two sets of rules that may limit the amount of deductive loss from a trade, business, rental, or other income producing activity. These rules apply to individuals, estates, trusts, personal service corporations and closely help corporations. When it comes to PTP the rules must be applied separate to income or loss from a passive activity. In this essay I will tell what a PTP is and I will also give examples of some PTP’s. I will also tell what benefits these PTP’s claims will result from their investments. A publicly traded partnership (PTP) is a partnership between limited partners who provide the capital for the company and the general partners who manage the company. Limited partnership shares in the company are publicly sold by the partnership, offering equal equity or dividends of a public traded company. The publicly traded partnership must withhold tax on any actual distributions of money or property to foreign partners Real estate, energy (including alternative energy fuels), transportation and commodities are some of the PTP’s that the IRS restricts to limited partners. This matters because...
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...touch and concern the land. 3. It must be intended to run. 4. There must be privity between the successive occupants. 5. There must be notice of the existence of a real covenant/equitable servitude. Privity is the legal term for a close, mutual, or successive relationship to the same right of property or the power to enforce a promise or warranty. It is an important concept in contract law. An equitable servitude is a term used in the law of real property to describe a nonpossessory interest in land that operates much like a covenant running with the land. However, covenants and equitable servitudes should not be confused. One may tell the difference based on the remedy plaintiff seeks. Holders of a covenant seek money damages, but holders of equitable servitudes seek injunctions. “four unities” 1) Time: Both parties must have received the property at the same time 2) Title: Both parties must have received the property via the same written instrument 3) Interest: Both parties must own the same estate in the property 4) Possession: Each must have a full and equal right to possess the property “right of survivorship”; When one joint tenant dies, the other takes over his or her share McGahey v. Wilson, 2001 Tenn. App. LEXIS 499 (Tenn. Ct. App. July 17, 2001) “The husband and the wife purchased approximately three acres of land together and built a residence on it during their marriage. Thereafter, the parties...
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... ($2,350) Net Income for Tax Purposes (Division B Income) $52,550 As the Gambling winnings and losses related to an occasional gambling habit, the income is non-taxable and the losses non-deductible. There will be an allowable Capital Loss carry over of $9,320 (14,320 – 23,460 = ) Case B: Income Under ITA 3(a) Employment Income $64,000 Business Income (see ITA 3(d) below) $NIL Interest Income $ 2,600 Property Income $ 4,560 $ 71,160 Income Under ITA 3(b) Taxable Capital Gains $32,420 Allowable Capital Losses ($29,375) $ 3,045 Balance from ITA 3(a) And (b) $ 74,205 Subdivision e deductions ($12,480) Balance under ITA 3(c) $ 61,725 Deduction Under ITA 3(d): Business (50% of partnership) ($72,470) Net Income for Tax Purposes (Division B Income) $NIL There is no Capital Loss to carry over as the Capital Gains exceeded the Capital losses in the year, using up the entire deduction. There will be a business loss carry over of $10,745 (61,725 – 72,470 = ) resulting from the partnership loss. Q2) 2-3 Individual Tax Instalments Case 1: Use alternative 3 2012 - 18,400-15,100 = 3,300 2011 – 16,200-12,900 = 3,300 2010 – 13,500-11,200 = 2.300 Instalments one and two would be 2300/4 = 575 each March 15 and June 15 Instalments three and four would be 3,300 – (50% of...
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...1. Question : (TCO 4) Your hospital has just been told that all of your cardiovascular surgeons are transferring their practice to a competitive hospital beginning next year. How would this affect a forecast of volume? Student Answer: First and foremost, if a hospital is suddenly lost all of its cardiovascular surgeons...heads will roll. However, if there are a major lost of service such as the cardiovascular surgeon...there will be a decrease in the volume due to the lost of services. Thus when the hospital have a reduce in the total volume it will also have a reduce in total cost. If the hospital is operating under statistics budget...in the long run, through the development or discontinuation of certain programs volume may be changed, most healthcare firms implicitly assume while developing their statistics budget that they cannot affect their overall volume during the next budgetary period. (Essentials of Health Care Finance, 7th Edition. Jones & Bartlett Publishers p. 362). 2. Question : (TCO 7) Explain the difference between a horizontal merger and a vertical merger. Student Answer: Horizontal mergers involve two firms operating in the same kind of business...i.e...The merger between Hospital A and Hospital B is considered to be a horizonal mergers. Both have the same service or product. Vertical mergers A merger between two companies producing different goods or services for one specific finished product..i.e..Laboratory services and Radiology services...
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...Capital Property: - Amount by which PoD > ACB - PUP: owned by taxpayer for personal use or enjoyment of the taxpayer (ex: furniture, sports equipment). CL can never offset CG b/c it’s consumed but CG from disposition in income. Upon disposal cost is greater of $1000 or ACB. Similarly, PoD are greater actual proceeds and $1000. - LPP: segregates collectibles (works of art, rare books, coins, jewelry and stamps). Losses claimed agst other LPP gains - Other capital property: stocks, bonds, real estate, partnership interest, machinery, etc 100% 50% Capital Gain Taxable Capital Gains Capital Loss Allowable Capital Losses Capital gains exemption Capital gains deduction PoD – value of consideration received or receivable ACB – amts in respect to value of the property, which have been included in income. Most common method “floating weighted average method”. Stock Div paid up capital. Example: Transaction # of shares Cost ACB Purchase 1000 35700 35.70 Purchase 200 7550 1200 43250 36.04 Stock Div 120 3600 1320 46850 35.49 Stock Split 1320 - 2640 46850 17.75 Sale (100) (1775) 2540 45075 17.75 Purchase 200 2725 Superficial L (350) 2740 48150 17.57 Sale: PoD 1500 – ACB (1775) = (275) capital loss Superficial loss: denied loss at time of disposition but permitted to add it to ACB of substitute property . Goes with shares that triggers loss Principal Residence (Format): Home Cottage Proceeds (sell) ACB (cost) Gain Gain/year Max Attribution...
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...PARTNERSHIP AND SUBCHAPTER S TAX OUTLINE SPRING 2009 VICE PRESIDENT, ASSOCIATE DEAN, AND PROFESSOR BRUCE A. MCGOVERN Stephen A. Lind et al, Fundamentals of Partnership Taxation: Cases and Materials (8th ed. 2008) Selected Federal Taxation Statutes and Regulations (Daniel J. Lathrope ed., 2009 ed. 2008) Laura E. Cunningham & Noël B. Cunningham, The Logic of Subchapter K: A Conceptual Guide to the Taxation of Partnerships (3d ed. 2006) PART 1: AN OVERVIEW OF THE TAXATION OF PARTNERSHIPS AND PARTNERS 3 I. Introduction to Subchapter K 3 II. Tax Classification of Business Enterprises 3 a. In General 3 b. Corporations and Partnerships 3 i. “Check-the-Box” Regulations 3 ii. Existence of a Separate Entity for Federal Tax Purposes 4 iii. Publicly Traded Partnerships 6 c. Trusts 6 d. Tax Policy Considerations 6 III. Introduction to Choice of Business Entity 7 PART 2: FORMATION OF A PARTNERSHIP 8 I. Contributions of Property 8 a. General Rules 8 b. Introduction to Partnership Accounting 11 II. Treatment of Liabilities: The Basics 15 a. Impact of Liabilities on Partner’s Outside Basis 15 b. Contributions of Encumbered Property 16 III. Contributions of Services 23 a. Introduction 23 b. Receipt of Capital Interest for Services 24 c. Receipt of a Profits Interest for Services 30 i. Current Law 30 ii. Proposed Regulations 31 IV. Organization and Syndication Expenses 32 PART 3: OPERATIONS...
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