Tokumei Kumiai
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Tokumei Kumiai
, 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, invest in a venture operated by a . 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 inv ...
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Japan
Japan ( ja, 日本, or , and formally , ''Nihonkoku'') is an island country in East Asia. It is situated in the northwest Pacific Ocean, and is bordered on the west by the Sea of Japan, while extending from the Sea of Okhotsk in the north toward the East China Sea, Philippine Sea, and Taiwan in the south. Japan is a part of the Ring of Fire, and spans Japanese archipelago, an archipelago of List of islands of Japan, 6852 islands covering ; the five main islands are Hokkaido, Honshu (the "mainland"), Shikoku, Kyushu, and Okinawa Island, Okinawa. Tokyo is the Capital of Japan, nation's capital and largest city, followed by Yokohama, Osaka, Nagoya, Sapporo, Fukuoka, Kobe, and Kyoto. Japan is the List of countries and dependencies by population, eleventh most populous country in the world, as well as one of the List of countries and dependencies by population density, most densely populated and Urbanization by country, urbanized. About three-fourths of Geography of Japan, the c ...
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Bilateral Contract
A contract is a legally enforceable agreement between two or more parties that creates, defines, and governs mutual rights and obligations between them. A contract typically involves the transfer of goods, services, money, or a promise to transfer any of those at a future date. In the event of a breach of contract, the injured party may seek judicial remedies such as damages or rescission. Contract law, the field of the law of obligations concerned with contracts, is based on the principle that agreements must be honoured. Contract law, like other areas of private law, varies between jurisdictions. The various systems of contract law can broadly be split between common law jurisdictions, civil law jurisdictions, and mixed law jurisdictions which combine elements of both common and civil law. Common law jurisdictions typically require contracts to include consideration in order to be valid, whereas civil and most mixed law jurisdictions solely require a meeting of the minds b ...
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Common Law
In law, common law (also known as judicial precedent, judge-made law, or case law) is the body of law created by judges and similar quasi-judicial tribunals by virtue of being stated in written opinions."The common law is not a brooding omnipresence in the sky, but the articulate voice of some sovereign or quasi sovereign that can be identified," ''Southern Pacific Company v. Jensen'', 244 U.S. 205, 222 (1917) (Oliver Wendell Holmes, dissenting). By the early 20th century, legal professionals had come to reject any idea of a higher or natural law, or a law above the law. The law arises through the act of a sovereign, whether that sovereign speaks through a legislature, executive, or judicial officer. The defining characteristic of common law is that it arises as precedent. Common law courts look to the past decisions of courts to synthesize the legal principles of past cases. '' Stare decisis'', the principle that cases should be decided according to consistent principled rules so ...
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Limited Partnership
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. The GPs are, in all major respects, in the same legal position as partners in a conventional firm: they have management control, share the right to use partnership property, share the profits of the firm in predefined proportions, and have joint and several liability for the debts of the partnership. As in a general partnership, the GPs have actual authority, as agents of the firm, to bind the partnership in contracts with third parties that are in the ordinary course of the partnership's business. As with a general partnership, "an act of a general partner which is not apparently for carrying on in the ordinary c ...
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Juristic Person
A juridical person is a non-human legal person that is not a single natural person but an organization recognized by law as a fictitious person such as a corporation, government agency, NGO or International (inter-governmental) Organization (such as United Nations). Other terms include artificial person, corporate person, judicial person, juridical entity, juridic person, or juristic person. A juridical person maintains certain duties and rights as enumerated under relevant laws. The rights and responsibilities of a juridical person are distinct from those of the natural persons constituting it. Since ancient times, associations have been known as the original form of the juridical person. This is documented for the 1st century A.D. for Jewish trading companies. In Roman law, too, the institution already had significance, although it was not called as such. Conceptually, it included institutions such as the state, communities, corporations (''universitates'') and their association ...
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Limited Liability
Limited liability is a legal status in which a person's financial liability is limited to a fixed sum, most commonly the value of a person's investment in a corporation, company or partnership. If a company that provides limited liability to its investors is sued, then the claimants are generally entitled to collect only against the assets of the company, not the assets of its shareholders or other investors. A shareholder in a corporation or limited liability company is not personally liable for any of the debts of the company, other than for the amount already invested in the company and for any unpaid amount on the shares in the company, if any, except under special and rare circumstances permitting "piercing the corporate veil." The same is true for the members of a limited liability partnership and the limited partners in a limited partnership. By contrast, sole proprietors and partners in general partnerships are each liable for all the debts of the business (unlimited ...
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Godo Kaisha
Godo may refer to several places: *Several places in Boulkiemdé Province, Burkina Faso: ** Godo, Nanoro ** Godo, Pella * Gōdo, Gifu is a town located in Gifu, Japan. , the town had an estimated population of 19,361 and a population density of 1000 persons per km2, in 6998 households. The total area of the town was . Geography Gōdo is located in the northwestern portion o ..., a town in Japan Other uses * Sabri Godo (1929–2011), Albanian politician, writer and scriptwriter {{geodis ...
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Land Trust
Land trusts are nonprofit organizations which own and manage land, and sometimes waters. There are three common types of land trust, distinguished from one another by the ways in which they are legally structured and by the purposes for which they are organized and operated: * A real estate investment trust is a fiduciary arrangement whereby one party (the trustee) agrees to own and to manage real property for the benefit of a limited number of beneficiaries. * A community land trust (CLT)  is a private, nonprofit corporation that acquires, manages, and develops land for a variety of purposes, primarily for the production and stewardship of affordable housing, although many CLTs are also engaged in non-residential buildings and uses. * A conservation land trust is a private, non-profit corporation in the US that acquires land or conservation easements for the purpose of limiting commercial development and preserving open space, natural areas, waterways, and/or productive fa ...
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Beneficial Interest
A beneficial interest is the right that a person has arising from a contract to which they are not a party, or a trust. For example, if A makes a contract with B that A will pay C a certain sum of money, B has the legal interest in the contract, and C the beneficial interest. More generally, a beneficial interest is any "interest of value, worth, or use in property one does not own", for example, "the interest that a beneficiary of a trust has in the trust".''Ballentine's Law Dictionary'', p. 48 (Legal Assistant edition, 1994). More specifically, it could be: * "A property interest that inures solely to the benefit of the owner", or * Property that "remains of an estate after the payment of debts and the expenses of administration", or * The right of a person having a power of appointment to appoint himself". ''Black's Law Dictionary'' defines beneficial interest as "Profit, benefit or advantage resulting from a contract, or the ownership of an estate as distinct from the legal ow ...
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Jones Day
Jones Day is an American multinational law firm. As of 2021, it was the eighth largest law firm in the U.S. and the 13th highest grossing law firm in the world. Originally headquartered in Cleveland, Ohio, Jones Day ranks first in both M&A league tables and the 2017 U.S. Law Firm Brand Index. Jones Day has represented over half of the companies in the Fortune 500, including Goldman Sachs, General Motors, McDonald's, and Bridgestone. Historically, the firm has been a giant in corporate law. Since the 2000s, the firm has become increasingly active in aiding the Republican Party and the American conservative movement. Jones Day was outside counsel for the Trump 2016 and Trump 2020 campaigns. Jones represented former President Donald Trump in lawsuits seeking to stop votes from being counted in the 2020 election. In 2021, Jones Day hired a significant number of former Trump administration lawyers. History Jones Day was founded as Blandin & Rice in 1893 by two partners, Ed ...
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Limited Liability Partnership
A limited liability partnership (LLP) is a partnership in which some or all partners (depending on the jurisdiction) 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 distinguishes an LLP from a traditional partnership under the UK Partnership Act 1890, in which each partner has joint (but not several) 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 power 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 (also under the laws of the various state charters) and hires corporate officers who then have as "corporate" individuals the legal responsibility to manage the corporation in t ...
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Japanese Business Terms
Japanese may refer to: * Something from or related to Japan, an island country in East Asia * Japanese language, spoken mainly in Japan * Japanese people, the ethnic group that identifies with Japan through ancestry or culture ** Japanese diaspora, Japanese emigrants and their descendants around the world * Japanese citizens, nationals of Japan under Japanese nationality law ** Foreign-born Japanese, naturalized citizens of Japan * Japanese writing system, consisting of kanji and kana * Japanese cuisine, the food and food culture of Japan See also * List of Japanese people * * Japonica (other) * Japonicum * Japonicus * Japanese studies Japanese studies (Japanese: ) or Japan studies (sometimes Japanology in Europe), is a sub-field of area studies or East Asian studies involved in social sciences and humanities research on Japan. It incorporates fields such as the study of Japanese ... {{disambiguation Language and nationality disambiguation pages ...
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