A Comparative Analysis Between the Three Different Types of Commercial Partnerships

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Assignment Number: 1
11/26/2012

DIPLOMA IN FINANCIAL SERVICES OPERATIONS AND COMPLIANCE
Ms Maria Vella

A comparative analysis between the three different types of commercial partnerships

2012

INDEXT

1.

A comparative analysis between the three different types of commercial partnerships:
a. the limitation of liability of the partners/members
b. the different rights of partners/members.

2.

The notion of separate legal personality

3.

Analysis the different classes of shares of public/private companies and rights attached to them.

2

Ms. Maria Vella

A comparative analysis between the three different types of commercial partnerships

2012

A partnership is a for-profit business association of two or more persons. Because the business component is defined broadly by state laws and because "persons" can include individuals, groups of individuals, companies, and corporations, partnerships are highly adaptable in form and vary in complexity. Each partner shares directly in the organization's profits and shares control of the business operation. The consequence of this profit sharing is that partners are jointly and independently liable for the partnership's debts. There are three kinds of partnerships 1. Partnership En Nom Collectif

2. Partnership En Commandite (limited partnership)
3. Commercial Partnership – Limited Liability companies
All the above three types of partnership have to be registered with the Registrar of Companies, upon registration, when the Memorandum and Articles of Association is issued and the fee is paid. The partnership come into existence and acquires a separate legal personality from that of their shareholders.

The partners draw up the Deed of Partnership. A partnership shall not be validly constituted unless such Deed is entered into and signed and a certificate of registration is issued. The Deed of Partnership must state:








The name and residence of each of the partners;
The partnership's name;
The registered office of the partnership in Malta;
The objects of the partnership
The contribution of each of the partners, specifying the value of the respective contribution of every partner
The period, if any, fixed for the duration of the partnership.

The three types of partnerships mentioned have different characteristics which apply into the Maltese Law. A Commercial Partnership has a legal personality distinct from that of its member or members, and such legal personality shall continue until the name of the commercial partnership is struck off the Register of Companies, whereupon the commercial partnership shall cease to exist. A commercial partnership formed and registered under the Act is to be governed by this Act irrespective of the place where the management and control of the commercial partnership are exercised. Partnership En nom Collectif - is a legal entity that has its obligations guaranteed by the unlimited and joint and several liabilities of all the partners. Every partner is liable for the debs and obligations of the partnership with all his property, present and future. Therefore creditors can exercise their claims against partners even if these claims exceed the amount of capital contributed by the partners. However the individual partners cannot be sued before the property of the partnership is first discussed. As between the partners, each partner is liable for the debts of the partnership in the proportion fixed in the Deed of Partnership and, in default, by law. The partner who has completely discharged a debt of the partnership may claim from the other partners the share due by each of them.

3

Ms. Maria Vella

A comparative analysis between the three different types of commercial partnerships

2012

Partnership En Commandite (or limited partnership) operates under a partnership name and has its obligations guaranteed by the unlimited and joint and several liability of one or more partners,...
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