Company Law And The Law Of Succession
The general meaning of the word, succession, is the process of following another. As a legal terminology, succession means taking the rights of another as his or her successor. It usually denotes the transmission of rights and obligations of the deceased to his legal heirs.
Company Law and the Law of Succession
The word, succession, is also used to refer to the rights, estate, and charges left by a person after his or her death, irrespective of whether the value of the property is more or less than the charges. It may also signify the right of the heir to take possession of the estate of the deceased.
Succession not only includes the rights and obligations left by the deceased at the time of his or her death, but it also includes new charges, rights, and obligations that accrue to the existing ones after opening of the succession.
People usually want their estate to be distributed in a specific manner upon their death. Most of the people leave their property to their family, relatives, and friends. The property of the deceased is distributed in a certain order of priority. This ordering of property distribution is known as inheritance succession.
In the case of a testate succession, the estate of the deceased, after satisfying all existing obligations, is distributed in the manner set out in the will. In the case of an intestate succession, the estate is distributed according to the laws of intestacy.
Testate succession is relatively easier. The personal representative or executor needs to obtain a grant of probate to prove that the will is genuine. The probate allows the executor or personal representative to distribute the estate of the deceased according to the testament.
Improper drafting and dishonesty of a lawyer often comes in the way of fulfilling the wishes of the testator. It also affects the legitimate rights of the beneficiaries. If a solicitor fails to adhere to the laws of wills or testate succession, it may put the very validity of the will at stake.
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We provide a full-service legal counsel whether you are just starting up or simply reorganizing. We have helped countless clients establish a corporation (S-corp or C-corp), limited liability company (LLC), limited partnership, limited liability partnership (LLP) or 501(3) non-profit. We also help our clients with personal liability, taxation, management structure and costs, as well as expertly draft the agreements, bylaws, regulatory compliance forms and employment agreements you need to be successful.
The attorneys at The Roth Law Firm also have expertise in transactional business law and help our clients address estate planning and succession issues, tax compliance and internal disputes over the sale or operation of a business. Let us assist you in negotiating leases or purchases of commercial real estate.
Any company transacting the business of a trust company and heretofore or hereafter organized or operating under the provisions of this chapter, but before April 11, 1986, shall have perpetual succession from the date of its organization, or until such time as it be dissolved, or until its franchise shall become forfeited by reason of violation of law, or until terminated by either a general or special act of Congress, or until its affairs be placed in the hands of a receiver and finally wound up by him.
Business succession planning requires thorough preparation. Business owners seeking a smooth and equitable division of their interests when they close the business should seek assistance from a lawyer.
When planning and structuring succession for medium-sized companies, you can benefit from our extensive experience, our proven expertise in the areas of company law, inheritance law and tax law, and our in-depth understanding of the social and human components. We include your accountants and tax advisors as well as your house banks in the complex arrangements. After our consultation, our cooperation partners from the HLB Dr. Dienst & Partner Group are also available for suitable, individual solutions, taking specific tax law aspects into account.
At Muller Lebensburger & Schwartz our expertise in business and estate planning can help partners, members, and/or shareholders make and implement a business succession plan that will help to ensure a smooth transition.
Husch Blackwell's business succession planning attorneys counsel owners of privately held businesses as they contemplate reducing their involvement in daily operations and creating liquidity. Understanding the issues and emotions that often arise in business succession transitions, we provide holistic guidance that helps clients identify their succession goals and how best to accomplish them.
Our experienced team of business succession planning attorneys includes authorities in organizational structure, gift and estate planning, taxes, compensation strategies, employee stock ownership plans (ESOPs), and mergers and acquisitions. Our personalized approach to business succession planning helps clients make smart succession decisions that benefit the owner, the family, the company, and valued employees.
Moonan, Stratton & Waldman, LLP organizes and maintains your business entity, whether it be a for-profit corporation, limited liability company, general or limited partnership, limited liability partnership or a non-profit corporation. We routinely handle commercial financing, commercial real estate leasing, mergers/acquisitions and sales. We prepare business agreements including employment agreements, buy-sell agreements, asset purchase and stock purchase agreements, non-compete agreements, confidentiality agreements and other business contracts. We help clients develop succession plans to ensure a smooth transition of their business in the event of death or disability.
Lipsitz Green has developed succession plans for every type of business, including small, locally owned family businesses as well as some of the most complex corporate entities. The firm advises clients on the full range of topics that may impact the succession plan, including taxation, corporate governance, estate planning, real property considerations, and more.
For family businesses, succession planning often requires cutting-edge legal and tax planning techniques, consideration of ongoing adequacy of business capital, and a particular appreciation of the dynamics involved in intra-family matters of each business.
Tax considerations also play a significant role in the development of a business succession plan and must be evaluated for the business entity and the sellers and purchasers of the applicable business ownership interests. These tax considerations vary significantly depending on the tax status of the corporation, limited liability company, or partnership as a C corporation, S corporation, or a partnership for income tax purposes.
Once a plan has been established, our experienced team of attorneys can assume the critical role of reviewing and updating the plan as circumstances change. We are proud to have advised clients in all areas of the law that impact business succession planning, such as income taxation, contract law, estate planning, transfer taxation, corporate and other entity governance, debtor and creditor law, asset protection, employment law and dispute resolution.
Indonesian law does not acknowledge the doctrine of universal succession and respective deals would still require a separate share transfer. In this regard the acquiring party should be aware of investment restrictions that could affect the local transaction. General foreign investment in Indonesia is regulated under specific investment laws and regulations, which have been revised by an omnibus law in November 2020; related implementing regulations have not yet been issued to date. If a foreign buyer intends to acquire shares in an Indonesian company, then for a range of industries a certain ownership limitation or specific licensing requirements will be applicable and monitored by the Investment Coordinating Board (BKPM). Other industries under specific regulation, such as banking, finance and telecommunications, are subject to the authority of specific government agencies, e.g. the Financial Services Authority, Bank Indonesia or the Ministry of Communication and Informatics. Furthermore, the transfer may trigger minimum capitalisation requirements of generally 10 bio Indonesian Rupiah.
It is also important to note that there are some precedents related to Vietnamese tax law, which may be relevant here. Both scenarios described above may, depending on the specific facts, face the question if the foreign or offshore M&A procedure has an effect within Vietnam, e.g. that due to the structure of the M&A transaction certain taxes in Vietnam are not being paid. If the answer is yes, Vietnamese authorities may argue that any such transaction (in Vietnam or abroad) is subject to the jurisdiction of Vietnamese authorities and cannot happen automatically by way of universal succession.
In conclusion, the recognition of the concept of universal succession differs widely within the jurisdictions in Southeast Asia. While Singapore and Malaysia do recognise the concept, Indonesia does not acknowledge such universal succession. Vietnam, on the other hand, does recognize the concept but applies it in a less stringent manner. The difference in recognition and application of the concept of universal succession highlights the relevance of regional holding structures in Southeast Asia, but also imposes potential obstacles in the implementation of M&A activities in Germany.Legal counsels and legal advisors in Germany, who are handling M&A activities on a German level of a corporate group with subsidiaries in Southeast Asia, should consider potential complications with regard to the recognition of the concept of universal succession. Timelines for implementations and deal structures might need to be adjusted and considered carefully before committing to financial or corporate obligations. 041b061a72