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62-554: Ainsworths – formally registered as Ainsworths (London) Ltd – is a British limited company . It describes itself as specializing "in the making and provision of traditional homoeopathic remedies and the individual preparation of Bach flower remedies ". The company's founder, John Ainsworth, had previously been a director of Nelsons , a homeopathic pharmacy. His new company was incorporated in 1974 as J.B.L. Ainsworth (Caterham) Ltd , and its first pharmacy opened in London in 1978. By 1989

124-400: A communist nation, the means of production of goods would be owned communally by all people of that nation; the original thinkers did not specify rules and regulations. Personal property is a type of property . In the common law systems personal property may also be called chattels . It is distinguished from real property , or real estate . In the civil law systems personal property

186-484: A cooperative (also co-operative or co-op, in German Wohnungsgenossenschaft – apartment co-operative, also " Wohnbaugenossenschaft " or simply " Baugenossenschaft ") which relies heavily on internal rules of operation instead of the legal framework governing condominium associations. These "co-ops", owning the building for the mutual benefit of its members, can ultimately perform most of the functions of

248-409: A corporation , LLCs are required to register in the states they are "conducting (or transacting) business". Each state has different standards and rules defining what "transacting business" means, and as a consequence, navigating what is required can be quite confusing for small business owners. Simply forming an LLC in any state may not be enough to meet legal requirements, and specifically, if an LLC

310-451: A private limited company . It is a business structure that can combine the pass-through taxation of a partnership or sole proprietorship with the limited liability of a corporation . An LLC is not a corporation under the laws of every state; it is a legal form of a company that provides limited liability to its owners in many jurisdictions. LLCs are well known for the flexibility that they provide to business owners; depending on

372-437: A " shareholder ". Additionally, ownership in an LLC is represented by a "membership interest" or an "LLC interest" (sometimes measured in "membership units" or just "units" and at other times simply stated only as percentages ), rather than represented by " shares of stock " or just "shares" (with ownership measured by the number of shares held by each shareholder). Similarly, when issued in physical rather than electronic form,

434-454: A business formed as an LLC rather than a corporation. An LLC with either single or multiple members may elect to be taxed as a corporation through the filing of IRS Form 8832. After electing corporate tax status, an LLC may further elect to be treated as a regular C corporation (taxation of the entity's income prior to any dividends or distributions to the members and then taxation of the dividends or distributions once received as income by

496-401: A cushion against losses or as a means to finance growth activities. Examples of this are not-for-profit entities: they are allowed to make profits, but are not permitted to give any of it back to members except by way of discounts in the future on new transactions. Depending on the charter at the foundation of the entity, and depending on the legal framework under which the entity was created,

558-475: A document evidencing ownership rights in an LLC is called a "membership certificate" rather than a "stock certificate." In the absence of express statutory guidance, most American courts have held that LLC members are subject to the same common law alter ego piercing theories as corporate shareholders. However, it is more difficult to pierce the LLC veil because LLCs do not have many formalities to maintain. As long as

620-441: A legally constituted condominium, i.e. restricting use appropriately and containing financial liabilities to within tolerable levels. To change their structure now that they are up and operating would require significant effort to achieve acceptance among members and various levels of government. The owning entity makes rules governing use of property; each property may comprise areas that are made available to any and every member of

682-708: A major area of business . An individual or group of individuals can own shares in corporations and other legal entities , but do not necessarily own the entities themselves. A legal entity is a legal construct through which the law allows a group of natural persons to act as if it were an individual for certain purposes. Some duly incorporated entities may not be owned by individuals nor by other entities; they exist without being owned once they are created. Not being owned, they cannot be bought and sold. Mutual life insurance companies, credit unions , foundations and cooperatives , not for profit organizations, and public corporations are examples of this. No person can purchase

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744-564: A number of ways. To acquire property one can purchase it with money , trade it for other property, win it in a bet, receive it as a gift , inherit it, find it, receive it as damages , earn it by doing work or performing services, make it, or homestead it. One can transfer or lose ownership of property by selling it for money , exchanging it for other property, giving it as a gift, misplacing it, or having it stripped from one's ownership through legal means such as eviction , foreclosure , seizure , or taking . Ownership implies that

806-459: A particular subset of intellectual property known as industrial property . Like other forms of property, intellectual property (or rather the exclusive rights which subsist in the IP) can be transferred ( with or without consideration) or licensed to third parties. In some jurisdictions it is possible to use intellectual property as collateral for a loan . The basic public policy rationale for

868-451: A partner or owner in a group may give little advantage in terms of share ownership while producing a lot of risk to the partner, owner or participant. At the end of each fiscal year , accounting rules determine a surplus or profit, which may be retained inside the entity or distributed among owners according to the initial setup intent when the entity was created. For public corporations, common shareholders have no right to receive any of

930-598: A personal liability in cases where distributions to members render the LLC insolvent. The first state to enact a law authorizing the creation of limited liability companies was Wyoming in 1977. The law was a project of the Hamilton Brothers Oil Company , which sought to organize its business in the United States with liability and tax advantages similar to those it had obtained in Panama . From 1960 to 1997,

992-411: A problem occurs which leads to a massive liability, the individual is protected from losing more than the value of that one property. Many other properties are protected, when owned by other distinct entities. In the loosest sense of group ownership, a lack of legal framework, rules and regulations may mean that group ownership of property places each member in a position of responsibility (liability) for

1054-399: A responsibility to others for actions regarding the property. A "legal shield" is said to exist if the entity's legal liabilities do not get redistributed among the entity's owners or members. An application of this, to limit ownership risks, is to form a new entity (such as a shell company ) to purchase, own and operate each property. Since the entity is separate and distinct from others, if

1116-416: A similar entity called a professional limited liability company ( PLLC ). An LLC is a hybrid legal entity having certain characteristics of both a corporation and a partnership or sole proprietorship (depending on how many owners there are). An LLC is a type of unincorporated association , distinct from a corporation. The primary characteristic an LLC shares with a corporation is limited liability , and

1178-531: A variety of governance and protective provisions for the corporation and its shareholders, most states do not dictate detailed governance and protective provisions for the members of a limited liability company. In the absence of such statutory provisions, members of an LLC must establish governance and protective provisions pursuant to an operating agreement or similar governing document. Ownership The process and mechanics of ownership are fairly complex: one can gain, transfer, and lose ownership of property in

1240-581: A variety of ways, such as goods , money , negotiable instruments , securities , and intangible assets including choses in action . Real estate or immovable property is a legal term (in some jurisdictions) that encompasses land along with anything permanently affixed to the land, such as buildings . Real estate (immovable property) is often considered synonymous with real property , in contrast from personal property (also sometimes called chattel or personalty ). However, for technical purposes, some people prefer to distinguish real estate, referring to

1302-711: Is a key factor in determining their type. Each type has advantages and disadvantages derived from their means of recognizing or disregarding (rewarding or not) contributions of financial capital or personal effort. Cooperatives , corporations , trusts , partnerships , and condominium associations are only some of the many varied types of structured ownership; each type has many subtypes. Legal advantages or restrictions on various types of structured ownership have existed in many societies past and present. To govern how assets are to be used, shared, or treated, rules and regulations may be legally imposed or internally adopted or decreed. Ownership by definition does not necessarily imply

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1364-400: Is formed in one state, but the owner (or owners) are located in another state (or states), or an employee is located in another state, or the LLC's base of operations is located in another state, the LLC may need to register as a foreign LLC in the other states it is "transacting business". For U.S. federal income tax purposes, an LLC is treated by default as a pass-through entity. If there

1426-425: Is often called movable property or movables – any property that can be moved from one location or another. This term is used to distinguish property that different from immovable property or immovables, such as land and buildings. This also means the direct owner of the item(s) is in full control of them/it until either stolen, confiscated by law enforcement , or destroyed. Personal property may be classified in

1488-495: Is ongoing debate as to whether IP laws truly operate to confer the stated public benefits, and whether the protection they are said to provide is appropriate in the context of innovation derived from such things as traditional knowledge and folklore, and patents for software and business methods . Manifestations of this controversy can be seen in the way different jurisdictions decide whether to grant intellectual property protection in relation to subject matter of this kind, and

1550-502: Is only one member in the company, the LLC is treated as a "disregarded entity" for tax purposes (unless another tax status is elected), and an individual owner would report the LLC's income or loss on Schedule C of his or her individual tax return. Thus, income from the LLC is taxed at the individual tax rates. The default tax status for LLCs with multiple members is as a partnership, which is required to report income and loss on IRS Form 1065. Under partnership tax treatment, each member of

1612-456: Is the key building block in the development of the capitalist socio-economic system. Adam Smith stated that one of the sacred laws of justice was to guard a person's property and possessions. Individuals may own property directly. In some societies only adult men may own property; in other societies (such as the Haudenosaunee ), property is matrilinear and passed on from mother to

1674-550: The American Civil War . Chattel slavery is currently (2020) illegal in every country in the world. However, until the 19th century slavery in one form or another existed in most societies and was thought of as the normal state of things; slaves of whatever ethnicity were considered racially inferior. Notwithstanding the illegality of enslavement, virtual slavery still exists in various forms today, although called by other names. The question of ownership reaches back to

1736-513: The Tragedy of the Commons , occurs where unlimited unrestricted and unregulated access to a resource (e.g. pasture land) destroys the resource because of over-exploitation . The benefits of exploitation accrue to individuals immediately, while the costs of policing or enforcing appropriate use, and the losses dues to over exploitation, are distributed among many, and are only visible to these gradually. In

1798-515: The ancient philosophers , Plato and Aristotle , who held different opinions on the subject. Plato (428/427 BC – 348/347 BC) thought private property created divisive inequalities, while Aristotle (384 BC – 322 BC) thought private property enabled people to receive the full benefit of their labor . Private property can circumvent what is now referred to as the " tragedy of the commons " problem, where people tend to degrade common property more than they do private property. While Aristotle justified

1860-679: The Delaware Limited Liability Company Act provides that the managers and controlling members of a Delaware-domiciled limited liability company owe fiduciary duties of care and loyalty to the limited liability company and its members. Under the amendment (prompted by the Delaware Supreme Court's decision in Gatz Properties, LLC v. Auriga Capital Corp ), parties to an LLC remain free to expand, restrict, or eliminate fiduciary duties in their LLC agreements (subject to

1922-463: The IP. The term intellectual property reflects the idea that this subject matter is the product of the mind or the intellect, and that IP rights may be protected at law in the same way as any other form of property . Intellectual property laws confer a bundle of exclusive rights in relation to the particular form or manner in which ideas or information are expressed or manifested, and not in relation to

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1984-550: The LLC and the members do not commingle funds, it is difficult to pierce the LLC veil. Membership interests in LLCs and partnership interests are also afforded a significant level of protection through the charging order mechanism. The charging order limits the creditor of a debtor-partner or a debtor-member to the debtor's share of distributions, without conferring on the creditor any voting or management rights. Limited liability company members may, in certain circumstances, also incur

2046-563: The LLC seriously and enacted their own LLC statutes. By 1996, all 50 states and the District of Columbia had LLC statutes. In 1995, the IRS came to the conclusion that the widespread enactment of LLC statutes had undermined the Kintner regulations, and in 1996 it promulgated new regulations establishing a so-called "check the box" (CTB) entity classification election system that went into effect throughout

2108-405: The LLC, as is the case for all partners of a partnership, annually receives a Form K-1 reporting the member's distributive share of the LLC's income or loss that is then reported on the member's individual income tax return. On the other hand, income from corporations is taxed twice: once at the corporate entity level and again when distributed to shareholders. Thus, more tax savings often result if

2170-522: The United States on January 1, 1997. LLCs are subject to fewer regulations than traditional corporations, and thus may allow members to create a more flexible management structure than is possible with other corporate forms. As long as the LLC remains within the confines of state law, the operating agreement is responsible for the flexibility the members of the LLC have in deciding how their LLC will be governed. State statutes typically provide automatic or "default" rules for how an LLC will be governed unless

2232-420: The United States, is sometimes different. When an LLC is formed, it is said to be "organized", not "incorporated" or "chartered", and its founding document is likewise known as its " articles of organization ", instead of its " articles of incorporation " or its "corporate charter". Internal operations of an LLC are further governed by its " operating agreement ". An owner of an LLC is called a "member", rather than

2294-411: The actions of every other member. A structured group duly constituted as an entity under law may still not protect members from being personally liable for each other's actions. Court decisions against the entity itself may give rise to unlimited personal liability for each and every member. An example of this situation is a professional partnership (e.g. law practice ) in some jurisdictions . Thus, being

2356-455: The basis that the products were not sold by an organization registered with them. In 2013, a BBC News investigation found that Ainsworths was willing to advise a reporter posing as a parent to use homeopathic remedies as an alternative to immunization against whooping cough . Limited liability company A limited liability company ( LLC ) is the United States -specific form of

2418-587: The classification of unincorporated business associations for the purpose of U.S. federal income tax law was governed by the " Kintner regulations", which were named after the prevailing taxpayer in the 1954 legal precedent of that name. As promulgated by the Internal Revenue Service (IRS) in 1960, the Kintner regulations set forth a complex six-factor test for determining whether such business associations would be taxed as corporations or partnerships. Some of these factors had equal significance, so that

2480-768: The company had 56 employees. In 2009 the company changed to its current name. The company has served a number of physicians of the British royal family and was granted Royal warrants by the Queen Mother , the Queen and Prince Charles . Ainsworths is a member of the British Association of Homeopathic Manufacturers. In 2009 Ainsworths was cleared following an investigation by the Royal Pharmaceutical Society into its sale of homeopathic remedies for Swine flu , on

2542-402: The company, as their ownership is not legally available for sale, neither as shares nor as a single whole. Intellectual property (IP) refers to a legal entitlement which sometimes attaches to the expressed form of an idea , or to some other intangible subject matter. This legal entitlement generally enables its holder to exercise exclusive rights of use in relation to the subject matter of

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2604-511: The entity. Depending on internal rules and regulations, certain classes of shares have the right to receive increases in financial "dividends" while other classes do not. After many years the increase over time is substantial if the business is profitable. Examples of this are common shares and preferred shares in private or publicly listed share capital corporations. Entities with a focus on providing service in perpetuam do not distribute financial surplus; they must retain it. It will then serve as

2666-465: The existence of private ownership, he left two open questions In modern western politics , some people believe that exclusive ownership of property underlies much social injustice, and facilitates tyranny and oppression on an individual and societal scale. Others consider the striving to achieve greater ownership of wealth as the driving factor behind human innovation and technological advancement and increasing standards of living . Some support

2728-431: The form of ownership is determined once and for all time. To change it requires significant work in terms of communicating with stakeholders (member-owners, governments, etc.) and acquiring their approval. Whatever structural constraints or disadvantages exist at the creation thus remain an integral part of the entity. Common in, for instance, New York City , Hamburg , and Berlin is a form of real estate ownership known as

2790-420: The group to use. When the group is the entire nation, the same principle is in effect whether the property is small (e.g. picnic rest stops along highways ) or large (such as national parks , highways, ports, and publicly owned buildings). Smaller examples of shared use include common areas such as lobbies, entrance hallways and passages to adjacent buildings. One disadvantage of communal ownership, known as

2852-434: The ideas or concepts themselves (see idea-expression divide ). The term "intellectual property" denotes the specific legal rights which authors, inventors and other IP holders may hold and exercise, and not the intellectual work itself. Intellectual property laws are designed to protect different forms of intangible subject matter, although in some cases there is a degree of overlap. Patents, trademarks and designs fall into

2914-507: The implied covenant of good faith and fair dealing). Under 6 Del. C. Section 18-101(7), a Delaware LLC operating agreement can be written, oral or implied. It sets forth member capital contributions, ownership percentages, and management structure. Like a prenuptial agreement, an operating agreement can avoid future disputes between members by addressing buy-out rights, valuation formulas, and transfer restrictions. The written LLC operating agreement should be signed by all of its members. Like

2976-412: The land and fixtures themselves, from real property, referring to ownership rights over real estate. The terms real estate and real property are used primarily in common law , while civil law jurisdictions refer instead to immovable property . In law, the word real means relating to a thing (from Latin reālis, ultimately from rēs , 'matter' or 'thing'), as distinguished from a person. Thus

3038-416: The latter view, believing that ownership is necessary for liberty itself. Ownership society was a political slogan used by United States President George W. Bush to promote a series of policies aimed to increase the control of individual citizens over health care and social security payments and policies. Critics have claimed that slogan hid an agenda that sought to implement tax cuts and curtail

3100-408: The law broadly distinguishes between real property (land and anything affixed to it) and personal property (everything else, e.g., clothing, furniture, money). The conceptual difference is between immovable property, which would transfer title along with the land, and movable property, which a person would retain title to. With the development of private property ownership, real estate has become

3162-421: The members) or as an S corporation (entity level income and loss passes through to the members). Some commentators have recommended an LLC taxed as an S-corporation as the best possible small business structure. It combines the simplicity and flexibility of an LLC with the tax benefits of an S-corporation (self-employment tax savings). Some legal scholars argue that corporate income taxes are intended to limit

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3224-575: The offspring. In most societies both men and women can own property with no restrictions and limitations at all. Throughout history, nations (or governments ) and religious organizations have owned property. These entities exist primarily for purposes other than to own or operate property; hence, they may have no clear rules regarding the disposition of their property. To own and operate property, structures (often known today as legal entities ) have been created in many societies throughout history. The differences in how they deal with members' rights

3286-400: The operating agreement provides otherwise, as permitted by statute in the state where the LLC was organized. The limited liability company has grown to become one of the most prevalent business forms in the United States. Even the use of a single member LLC affords greater protection for the assets of the member, as compared to operating as an unincorporated entity. Effective August 1, 2013,

3348-468: The owner of a property also owns any economic benefits or deficits associated with the property. Over the millennia and across cultures, notions regarding what constitutes "property" and how it is treated culturally have varied widely. Ownership is the basis for many other concepts that form the foundations of ancient and modern societies such as money , trade , debt , bankruptcy , the criminality of theft , and private vs. public property. Ownership

3410-560: The power of corporations and to offset the legal benefits corporations enjoy, such as limited liability for their investors. There is concern that LLCs, by combining limited liability with no entity-level taxation, could contribute to excessive risk-taking and harm to third parties. Although there is no statutory requirement for an operating agreement in most jurisdictions, members of a multiple member LLC who operate without one may encounter problems. Unlike state laws regarding stock corporations, which are very well developed and provide for

3472-634: The presence of only half of them would result in classification as a partnership. Accordingly, the Wyoming Legislature tailored its statute to grant LLCs particular corporate features without exceeding this threshold. For several years, other states were slow to adopt the LLC form because it was unclear how the IRS and courts would apply the Kintner regulations to it. After the IRS finally decided in 1988 in Revenue Ruling 88-76 that Wyoming LLCs were taxable as partnerships, other states began to take

3534-403: The primary characteristic it shares with a partnership is the availability of pass-through income taxation . As a business entity, an LLC is often more flexible than a corporation and may be well-suited for companies with a single owner. Although LLCs and corporations both possess some analogous features, the basic terminology commonly associated with each type of legal entity, at least within

3596-508: The profit. Entities with a member focus will give financial surplus back to members according to the volume of financial activity that the participating member generated for the entity. Examples of this are producer cooperatives, buyer cooperatives and participating whole life policyholders in both mutual and share-capital insurance companies . Entities with shared voting rights that depend on financial capital distribute surplus among shareholders without regard to any other contribution to

3658-432: The protection of intellectual property is that IP laws facilitate and encourage disclosure of innovation into the public domain for the common good , by granting authors and inventors exclusive rights to exploit their works and invention for a limited period. However, various schools of thought are critical of the very concept of intellectual property, and some characterise IP as intellectual protectionism . There

3720-410: The situation, an LLC may elect to use corporate tax rules instead of being treated as a partnership, and, under certain circumstances, LLCs may be organized as not-for-profit. In certain U.S. states (for example, Texas), businesses that provide professional services requiring a state professional license, such as legal or medical services , may not be allowed to form an LLC but may be required to form

3782-408: The stark divide on issues of the role and scope of intellectual property laws. The term "Slavery" is commonly understood to refer to chattel slavery. The living human body is, in modern societies, considered something which cannot be the property of anyone but the person whose body it is. Its opposite, in which the person in the body does not own their body, is chattel slavery . Chattel slavery

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3844-459: Was defined as the absolute legal ownership of a person, including the legal right to buy and sell them. Persons who were so enslaved did not have the freedom to direct their own actions, and their legal rights were either severely limited or nonexistent. The Antebellum period in the United States is considered both the worst for the exploitation of chattel slaves, and also where the practice aroused such fierce opposition and support that it led to

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