Unincorporated entity
An unincorporated entity has not been granted formal corporate status by incorporation. An unincorporated entity will generally be a separate entity for accounting purposes, but may or may not be a separate legal entity. For example, in partnerships in England and Scotland are separate entities for accounting purposes, but while English partnerships are not separate legal entities, in Scotland they are separate legal persons[1] (but are not regarded as corporations[2]).
The most common and traditional unincorporated entities are sole traders, partnerships, and trustees of trusts, and the more modern unincorporated entities include limited partnerships (LPs) (but not incorporated limited partnerships), limited liability partnerships (LLPs) (but not UK Limited Liability Partnerships which are corporations), Limited liability limited partnership (LLLPs) and limited liability companies (LLCs).[3] Unincorporated societies and clubs are also unincorporated entities.
In Australian law, incorporation occurs under the Corporations Act 2001, and includes:
- a branch of an overseas company not incorporated in Australia (often the name ends in corporation)
- incorporated associations which are incorporated under an Act of one of the States and territories of Australia, and
- incorporated charitable institutions.
- people grouped together by a common purpose with club-like characteristics, for example, a sporting club, social club or trade union.
- It does not include joint ventures.
In Indian Law, an unincorporated company means any partnership firm whether registered or not under Indian Partnership Act, 1932, whose number of partners exceed 20 and exceed 10 in case of a banking business. Such unincorporated company is also known as an illegal association. It does not include an HUF.
References
- ↑ s 4, Partnership Act 1890 (UK)
- ↑ s 1173, Companies Act 2006(UK) Explanatory notes
- ↑ Miller ES, Rutledge TE. (2005). The Duty of Finest Loyalty and Reasonable Decisions: The Business Judgment Rule in Unincorporated Business Organizations. The Delaware Journal of Corporate Law.