Limited Liability Company

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[转载]弄清国外公司后缀名,那些BV、S.A. de C.V.、Mf

[转载]弄清国外公司后缀名,那些BV、S.A. de C.V.、Mf

[转载]弄清国外公司后缀名,那些BV、S.A. de C.V.、Mf(2012-08-09 11:31:59)转载▼分类:商务英语标签:转载原文地址:弄清国外公司后缀名,那些BV、S.A. de C.V.、Mfg、GmbH、Sdn作者:本杰公司名称中的那些BV、S.A. de C.V.、Mfg、GmbH、Sdn.Bhd是什么意思总结篇GmbH, Bhd, Mfg, Sdn, 名称CO、LTD、CO.,LTD、Inc.、Corp.、BV、NV、S.A.、S.A. de C.V.、AG、Mfy、Mfg、GmbH、Sdn.Bhd、Bhd、LLP、PLC、est、FZC、Fzco、FZES.R.O.、LLC、JSC、OJSC、s.r.l.、s.a.r.l.、S.P.A.、AB、OY、k.k.、Y.K、PT、TBK、Pte、PVT、PTY、bd、A/S这些简写在公司名称中或者后面是什么意思,经常看得人总结了一下。

CO,是company的缩写,意思是“公司”。

LTD,是limited的缩写,意思是“有限的”,常单独出现在公司名称,指有限责任公司CO.,LT,是company limited的缩写,翻译为“有限责任公司”Inc,是incorporation的缩写,意思是“团体、法人组织、公司”Corp.,是corporation的缩写,意思是“团体、法人组织、公司”BV,是荷兰文Besloten Vennootshap met beperkte aansprak-elijkhed的缩写,指私人有限公司NV,是荷兰文Naamloze Vennootschap的缩写,指公众有限公司荷兰法律规定,公司必须有名称,可以不是荷兰文,但必须用拉丁字母书写。

私人有限公司必须以Besloten Vennootshap met beperkte aansprak-elijkhed或其缩写B.V.开始或结尾。

外国投资也以此种型态公司最多,其实际经营状态与英国的私有有限公司(Private Limited Company)、西德的GmbH或法国的SARl公司相似公众公司(Naamloze Vennootschap或N.V.)的一般特征与世界上其它地方的股份有限公司相同。

有限责任公司经营协议中英翻译

有限责任公司经营协议中英翻译

OPERATING AGREEMENTOF, LLC有限责任公司经营协议(A California Limited Liability Company)(一家位于加利福尼亚州的有限责任公司)In accordance with the Beverly-Killea Limited Liability Company Act and subject to the Articles of Organization, which were filed with the California Secretary of State on DECEMBER 19, 2011, the undersigned Manager(s) and Members of COMPASS MOLDED PRODUCTS, LLC, a California Limited Liability Company, hereby collectively make the following Agreement, to be effective as of DECEMBER 19, 2011, regarding the conduct of the business and affairs of COMPASS MOLDED PRODUCTS, LLC, a California Limited Liability Company (“Company”):根据Beverly-Killea有限责任公司法案及组织章程(组织章程已于2011年12月19日向加利福尼亚州务卿备案)的规定,以下签字的康柏斯(COMPASS) 注塑产品有限公司(一家位于加利福尼亚州的有限责任公司)的管理人和成员在此集体达成关于康柏斯(COMPASS)注塑产品有限公司(下称“公司”)业务和事务经营的协议,该协议于2011年12月19日生效,协议条款如下:ARTICLE 1DEFINITION OF TERMS第1条术语定义1.1.Definitions.定义When used in this Agreement, capitalized terms shall have the meanings specified in this Article or elsewhere in this Agreement, and when not so defined, shall have the meanings set forth in California Corporations Code Section 17001:在本协议中使用时,字体加粗的术语具有本章程或本协议其他地方规定的含义,如未这样定义,则具有“加利福尼亚州公司法典”第17001条陈述的含义。

有限责任公司和股份有限公司的英译

有限责任公司和股份有限公司的英译
Limited Company;
Company Limited
Incorporated company p.330
王文昌、简清国主编
《当代英语搭配辞典》
Corporation (美) p.399
An incorporated company;
A Limited joint stock company p.333
中国振华电子工业公司
China Zhen Hua Electronic Industrial Corporation
山东淄博电子工业公司
Zibo Electronics Company
海南行政区电子工业公司
Hainan Electronics Industry Corp.
绍兴电子工业公司
Zhenjiang Shaoxing Electronic Company
虽然股份有限公司与有限责任公司有其共同点,但是两者毕竟是有严格界线的,不能混为一谈。那么,英译这两类公司的名称时也应注意其区分。笔者最近翻阅李子福主编《中外电子材料、印制电路、表面贴装企事业名录》和国内40 多份期刊上一些公司名称的英译,发现对有限责任公司(简称有限公司)和股份有限公司的英译混淆不清。如:桂林机床股份有限公司(Guilin Machine Tool Co., Ltd.) ,杭州华盛机床有限公司(Hangzhou Huasheng Machine Tool Co., Ltd.) ,上海贝岭微电子制造有限公司(Shanghai Belling Microelectronics Mfg. Co., Ltd.) ,前锋电子股份有限公司(Qianfeng Electronic Co., Ltd.) 。把有限责任公司(有限公司)和股份有限公司都英译为“…Co., Ltd.”,但也有不同的英译。如:湖北金洋治金股份有限公司(Hubei Jinyang Metallurgical Incorporated Co., Ltd.) ,长虹电器股份有限公司(Changhong Electric Corp. Ltd.) 。下面就国内部分词(辞)典对这两类公司的英译列表如下:

国际上公司名称的缩写外贸必知

国际上公司名称的缩写外贸必知

国际上公司名称的缩写外贸必知Standardization of sany group #QS8QHH-HHGX8Q8-GNHHJ8-HHMHGN#GmbH, Bhd, Mfg, Sdn, 名称CO、LTD、CO.,LTD、Inc.、Corp.、BV、NV、.、. de .、AG、Mfy、Mfg、GmbH、、Bhd、LLP、PLC、est、FZC、Fzco、FZELTD,是limited的缩写,意思是“有限的”,常单独出现在公司名称,指有限责任公司CO.,LT,是company limited的缩写,翻译为“有限责任公司”Inc,是incorporation的缩写,意思是“团体、法人组织、公司”Corp.,是corporation的缩写,意思是“团体、法人组织、公司”BV,是荷兰文Besloten Vennootshap met beperkte aansprak-elijkhed的缩写,指私人有限公司NV,是荷兰文Naamloze Vennootschap的缩写,指公众有限公司荷兰法律规定,公司必须有名称,可以不是荷兰文,但必须用拉丁字母书写。

私人有限公司必须以Besloten Vennootshap met beperkte aansprak-elijkhed或其缩写 .开始或结尾。

外国投资也以此种型态公司最多,其实际经营状态与英国的私有有限公司(Private Limited Company)、西德的GmbH或法国的SARl公司相似公众公司(Naamloze Vennootschap或.)的一般特征与世界上其它地方的股份有限公司相同。

SA系法语Societe Anonym、意大利语Societa Anonima和西班牙语Sociedad Anonima的简称,均译为“股份公司”,主要出现在法国、瑞士、比利时、卢森堡、意大利、西班牙、葡萄牙、巴拿马、阿根延、墨西哥和智利. de .是墨西哥公司法(Maxican Corporate Law)规定的股份公司()的两种形态之一,全称为Sociedad Anonima de Capital Variable(西班牙语和英语混写),中文译为“可变动资本额公司”,其资本额可以根据公司章程增加。

世界各国公司名称后缀

世界各国公司名称后缀

世界各国公司名称后缀一、SDN BHD与马来西亚的关系SDN系马来西亚语Sendirian的缩写,意即“私人”。

BHD系Berhad的缩写,意为“公司”。

SDN BHD是指“私人有限公司”,单BHD一般指“公众有限公司”。

在马来西亚,企业一般注册为个人企业、合伙人企业或私人有限公司,其中以SDN BHD私人有限公司最为常见。

如:CSP CORPORA TION M ALAYSIABHDUNITED MS ELECTRICAL MFG(M) SDN BHD除新加坡、文莱(马来语是两国正式语言)企业名称偶尔出现SDN BHD外,其他国家企业名称基本上没有SDN BHD字样,因此,如果交易对方中出现SDN BHD,而交易国别不是马来西亚,则基本上可认定交易国别有误。

二、GmbH是德语区国家除德国外还有奥地利、列支敦士登、瑞士、比利时和卢森堡GmbH系德文Gesellschaft Mit Beschrankter Haftung的缩写,等于英文中的Limited liability company,即“有限责任公司”。

有限责任公司为介于大型股份公司与小型合伙企业之间的企业形态,为目前德国采用最为广泛的企业形式。

如:B.TEAM EDV.EDITION B.BREIDENSTEIN GMBH(德国)MESSE FRANKFURT MEDJEN UND SERVICE GMBH(德国)此类公司形式主要是德语区存在,除德国外,将德语作为母语之一的还有奥地利、列支敦士登、瑞士、比利时和卢森堡,上述国家企业名称中都有可能出现GmbH。

如:Hutchison 3G Austria GmbH即为地址在维也纳的奥地利企业。

因此,绝不可将交易对方中出现GMBH的交易记录一概认为是德国的。

三、AG(德国和瑞士)、S.A.(南欧、南美)AG系德语Aktiengesellschaft的简称,SA系法语Societe Anonym、意大利语Societa Anonima和西班牙语Sociedad Anonima的简称,均译为“股份公司”。

英美公司细分种类(Typesofcompany)

英美公司细分种类(Typesofcompany)

英美公司细分种类(Typesofcompany)Types of CompanyUSA:The following are the main business designations and types(corporations and non-corporations):Corp., Inc.(Corporation, Incorporated): used todenote corporations (public or otherwise). These arethe only terms universally accepted by all 51 corporation chartering agencies in the United States. However in some states other suffixes may be used to identify a corporation, such as Ltd., Co./Company, or the Italian term S.p.A..Doing Business As (DBA): denotes a business name used by a person or entity that isdifferent from the person's or entity's true name. Filing requiments vary and are not permitted for some types of businesses or professional practices.General partnership is a partnership in which all the partners are jointly liable for the debtsof the partnership. It is typically created by agreement rather than being created by a public filing.LLC, LC, Ltd. Co.(limited liability company): a form of business whose owners enjoylimited liability, but which is not a corporation. Allowable abbreviations vary by state. Note that Ltd. by itself is not a valid abbreviation for an LLC, because in some states (e.g. Texas), it may denote a corporation instead.LLLP (limited liability limited partnership): a combination of LP and LLP, available in somestates.LLP (limited liability partnership): a partnership where a partner's liability for the debts ofthe partnership is limited except in the case of liability for acts of professional negligence or malpractice. In some states LLPs may only be formed for purposes of practicing a licensed profession, typically attorneys, accountants and architects. This is often the only form of limited partnership allowed for law firms (as opposed to general partnerships).LP (limited partnership): a partnership where at least one partner has unlimited liability andone or more partners have limited liabilityPLLC(professional limited liability company): Some states do not allow certainprofessionals to form an LLC that would limit the liability that results from the services the professionals provide such as doctors, medical care; lawyers, legal advice; and accountants, accounting services, when the company formed offers the services of the professionals.Instead states allow a PLLC or in the LLC statutes, the liability limitation only applies to the business side, such as creditors of the company, as opposed to the service side, the level of medical care, legal services, or accounting provided to clients. This is meant to maintain the higher ethical standards that these professionals have committed themselves to by becoming licensed in their profession and not immune to malpractice suits.Professional corporations (abbreviated as PC or P.C.) are those corporate entities for whichmany corporation statutes make special provision, regulating the use of the corporate form by licensed professionals such as attorneys, architects, and doctors.Sole proprietorship: a business consisting of a single owner, not in a separately recognizedbusiness form.United KingdomCIC or community interest company;Industrial and Provident Society, eg. a Co-operative (which does include Ltd. at the end ofits name) or charity;General partnership;LLP or Limited liability partnership;LP or Limited partnership;Ltd. or Cyf(Limited): a private company limited by shares, the shares not being tradedpublicly;p.l.c. or Ccc(public limited company): a company whose shares may be traded publicly.Requires an authorized minimum share capital of £50,000, of which it must have allotted shares to the value of at least £50,000 and a minimum of 25% must be fully paid up prior to starting business.Unlimited company: A company either with or without a share capital whose members orshareholders do not benefit from limited liability should the company ever go into formal liquidation. It is not a requirement under company law to add or state the word or designation Unlimited or its abbreviations (Unltd., or Ultd.) at the ending of its legal company name, and most unlimited companies do not. Unlimited companies are exempted from filing accounts with the Registrar of Companies for public disclosure, subject to a few exceptions (unless the company was a qualified subsidiary or a parent of a limited company during the accounting period).Sole proprietorship/Sole trader.。

公司后缀

公司后缀

公司名称中的那些BV、S.A. de C.V.、Mfg、GmbH、Sdn.Bhd是什么意思总结篇GmbH, Bhd, Mfg, Sdn, 名称CO、LTD、CO.,LTD、Inc.、Corp.、BV、NV、S.A.、S.A. de C.V.、AG、Mfy、Mfg、GmbH、Sdn.Bhd、Bhd、LLP、PLC、est、FZC、Fzco、FZES.R.O.、LLC、JSC、OJSC、s.r.l.、s.a.r.l.、S.P.A.、AB、OY、k.k.、Y.K、PT、TBK、Pte、PVT、PTY、bd、A/S这些简写在公司名称中或者后面是什么意思,经常看得人总结了一下。

CO,是company的缩写,意思是“公司”。

LTD,是limited的缩写,意思是“有限的”,常单独出现在公司名称,指有限责任公司CO.,LT,是company limited的缩写,翻译为“有限责任公司”Inc,是incorporation的缩写,意思是“团体、法人组织、公司”Corp.,是corporation的缩写,意思是“团体、法人组织、公司”BV,是荷兰文Besloten Vennootshap met beperkte aansprak-elijkhed的缩写,指私人有限公司NV,是荷兰文Naamloze Vennootschap的缩写,指公众有限公司荷兰法律规定,公司必须有名称,可以不是荷兰文,但必须用拉丁字母书写。

私人有限公司必须以Besloten Vennootshap met beperkte aansprak-elijkhed或其缩写 B.V.开始或结尾。

外国投资也以此种型态公司最多,其实际经营状态与英国的私有有限公司(Private Limited Company)、西德的GmbH或法国的SARl公司相似公众公司(Naamloze Vennootschap或N.V.)的一般特征与世界上其它地方的股份有限公司相同。

公司名称后缀及其对应国家精选文档

公司名称后缀及其对应国家精选文档

公司名称后缀及其对应国家精选文档TTMS system office room 【TTMS16H-TTMS2A-TTMS8Q8-PLC系英语Public Limited Company的缩写。

根据英国公司法,公司注册形态主要分为有限及无限公司两种,而有限公司又分为公开有限公司(Public Limited Company)即股票上市公司及私人有限公司(Private Limited Company)(即非上市公司)。

设立公开有限公司,公司名称中必需包括Public Limited Company或缩写为PLC字样。

需要注意的是PLC是指Public Limited Company,而非Private Limited Company。

EST,表示“Establishment”,“Establishment”也可以翻译“公司”。

FZC、FZCO,是Free Zone Compagnie的简写,是自由区公司的意思,凡带有FZCO字样公司都是在自由贸易区注册成立的。

FZE,是Free Zone Establishment的简写,一般指免税区个人有限责任企业。

有这简写的公司基本可以确定是阿联酋甚至是迪拜的。

S.R.O.,是斯洛伐克语spolo?nos? s ru?ením obmedzenym的简写,翻译为limited liability company,也就是有限股份公司,常见于捷克,斯洛伐克的公司。

LLC,是limited liability company和简写,意思是“有限责任公司”。

JSC,是Joint Stock Company的缩写,指股份公司。

OJSC,是Open Joint Stock Company的简写:开放型股份公司,一般出现在韩国。

S.R.L.,是意大利语societa a responsabilita limitata的简称,中文译为(股份)责任有限公司。

通常表示意大利的公司。

最新整理有限责任公司章程英文版LimitedLiabilityCompanyAgreement.doc

最新整理有限责任公司章程英文版LimitedLiabilityCompanyAgreement.doc

Limited Liability pany AgreementA _________(STATE) LIMITED LIABILITY PANYEFFECTIVE AS OF _________(M,D,Y)THE INTERESTS DESCRIBED AND REPRESENTED BY THIS LIMITED LIABILITY PANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE 'ACT' OR ANY APPLICABLE STATE SECURITIES LAWS ('STATE ACTS') AND ARE RESTRICTED SECURITIES AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION UNDER THE ACT AND APPLICABLE STATE ACTS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE ACTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE PANY.TABLE OF CONTENTSArticle 1. DEFINITIONS1.1 Accretion Amount1.2 Act1.3 Affiliate1.4 Agreement1.5 Business.1.6 Business Plan1.7 Capital Account1.8 Capital Contribution.1.9 Certificate of Formation or Certificate1.10 Change of Control1.11 Code.1.12 mon Unit1.13 pany1.14 pany Property.1.15 Confidential Information. 1.16 Deficit Capital Account1.17 Depreciation.1.18 Distributable Cash.1.19 Distribution.1.20 Economic Interest1.21 Economic Interest Owner 1.22 Entity.1.23 Equity Owner.1.24 Fiscal Year1.25 Gross Asset Value1.26 Holders1.27 IPO1.28 Intellectual Property Rights.1.29 License Agreement1.30 Majority Interest1.31 Manager1.32 Member.1.33 Membership Interest1.34 FFF.1.35 FFF Options.1.36 FFF Dilutive Units1.37 NII1.38 NII Sale.1.39 Non petitive Activity1.40 HHH Partners Domestic.1.41 HHH Partners Overseas.1.42 HHH Partners1.43 Ownership Interest.1.44 Preferred Sale Fee.1.45 Proportionately Dilutive Units.1.46 Put Period.1.47 Put Right1.48 Person.1.49 Preferredto mon Conversion Option 1.50 Preferred Units1.51 Profits and Losses.1.52 Proportionately1.53 Redemption Price.1.54 Regulations1.55 Reorganization.1.56 Reserves.1.57 Sale or Sell.1.58 Secretary of State.。

公司名称的英文缩写

公司名称的英文缩写

公司名称的英文缩写【篇一:公司名称的英文缩写】“co.,为company的缩写;ltd.为limited的缩写;co.,ltd.连在一起为companylimited,就是有限公司的意思。

“co”后面的“.”是英文中表示词语短缩省略的符号,所以“ltd”的后面也应该有一个“.”(一些公司的英文名称,“ltd”后面也是有一个“.”的)。

而“co.”后面的“,”则是用来区分前后两个词的分离号。

一般来说,company的缩写为co.,但你写limited的时候,缩写为ltd,也可以写成是ltd。

co.,ltd连在一起的时候是有限公司的意思,后面的ltd可以大写也可以小写。

有限责任公司或者有限公司的缩写是名片、标志地方有限才写成“co.,ltd”有限责任公司,又称有限公司(co,ltd)。

有限责任公司指根据《中华人民共和国公司登记管理条例》规定登记注册,由两个以上、五十个以下的股东共同出资,每个股东以其所认缴的出资额对公司承担有限责任,公司以其全部资产对其债务承担责任的经济组织。

有限责任公司包括国有独资公司以及其他有限责任公司。

根据英文的省略语法,有限公司的写法可有如下几种。

1.xxxcompanylimited未缩略的格式。

2.xxxco.,ltd.最常用的缩写。

3.xxxco.,ltd大写字母缩写时的写法。

4.xxxcoltd.第4项为特别情况的写法。

上述格式在各企业中都有不同的引用,但由于制定英文名的人对语法的理解不一样,也存在个别不符合语法的格式。

但如果脱离语法的语言文字如果在长期内普及至大部分人认可的时候,也会变成合理语法而被人们所接受。

喜欢这篇文章请分享这篇文章:分享到qq空间和腾讯微博分享到新浪微博网易微博分享分享到人人网转贴到开心网分享到豆瓣加入qq书签百度搜藏google书签雅虎收藏转帖到淘江湖【篇二:公司名称的英文缩写】co., ltd.是limited liability company有限责任公司corporation在郎文商业词典中的解释就是“股份有限公司”缩写:corp.incorporated在郎文商业词典中:。

公司章程范文(中英对照)

公司章程范文(中英对照)

Articles of Association for Limited Liability Company第一章总则Chapter 1 General Provisions第一条本章程根据《中华人民共和国公司法》、《深圳经济特区有限责任公司条例》和有关法律法规,制定本章程。

Article 1 These articles are formulated in accordance with the Company Law of the P.R.C., the Regulations of Shenzhen Special Economic Zone on Limited Liability Companies, and relevant laws and regulations.第二条本公司(以下简称公司)的一切活动必须遵守国家的法律法规,并受国家法律法规的保护。

Article 2 The current business (hereinafter “the Company”) shall conduct all activities in accordance with state laws and regulations, and subject to the protection thereof.第三条公司在深圳市工商行政管理局登记注册。

Article 3 The Company is registered with Shenzhen Industrial and Commercial Administration Bureau.名称:Company name:住所:Domicile:第四条公司经营范围为:投资兴办实业(具体项目另行申报);汽车配件的销售,国产汽车(不含小轿车),国内商业、物质供销业(不含专营、专控、专卖商品);旧机动车交易;汽车租赁;经济信息咨询(不含限制项目);货物及技术进出口。

世界各国公司名称后缀

世界各国公司名称后缀

世界各国公司名称后缀一、SDN BHD与马来西亚的关系SDN系马来西亚语Sendirian的缩写,意即“私人”。

BHD系Berhad的缩写,意为“公司”。

SDN BHD是指“私人有限公司”,单BHD一般指“公众有限公司”。

在马来西亚,企业一般注册为个人企业、合伙人企业或私人有限公司,其中以SDN BHD私人有限公司最为常见。

如:CSP CORPORA TION M ALAYSIABHDUNITED MS ELECTRICAL MFG(M) SDN BHD除新加坡、文莱(马来语是两国正式语言)企业名称偶尔出现SDN BHD外,其他国家企业名称基本上没有SDN BHD字样,因此,如果交易对方中出现SDN BHD,而交易国别不是马来西亚,则基本上可认定交易国别有误。

二、GmbH是德语区国家除德国外还有奥地利、列支敦士登、瑞士、比利时和卢森堡GmbH系德文Gesellschaft Mit Beschrankter Haftung的缩写,等于英文中的Limited liability company,即“有限责任公司”。

有限责任公司为介于大型股份公司与小型合伙企业之间的企业形态,为目前德国采用最为广泛的企业形式。

如:B.TEAM EDV.EDITION B.BREIDENSTEIN GMBH(德国)MESSE FRANKFURT MEDJEN UND SERVICE GMBH(德国)此类公司形式主要是德语区存在,除德国外,将德语作为母语之一的还有奥地利、列支敦士登、瑞士、比利时和卢森堡,上述国家企业名称中都有可能出现GmbH。

如:Hutchison 3G Austria GmbH即为地址在维也纳的奥地利企业。

因此,绝不可将交易对方中出现GMBH的交易记录一概认为是德国的。

三、AG(德国和瑞士)、S.A.(南欧、南美)AG系德语Aktiengesellschaft的简称,SA系法语Societe Anonym、意大利语Societa Anonima和西班牙语Sociedad Anonima的简称,均译为“股份公司”。

Limited Liability Company(有限责任公司章程)

Limited Liability Company(有限责任公司章程)

正文简单编辑LIMITED LIABILITY COMPANYOPERATING AGREEMENT Execution CopyCCC Ventures I, LLCA _________(PLACENAME)Limited Liability Company_________,_________,_________(M/D/Y)TABLE OF CONTENTSARTICLE I NAME, PURPOSE AND PRINCIPAL OFFICE OF COMPANY1.1. Name1.2. Agreement1.3. Purpose; Powers1.4. Registered Office and Agent1.5. Principal Office1.6. DefinitionsARTICLE II TERM AND TERMINATION OF THE COMPANY2.1. Term2.2. Termination2.3. Extension of TermARTICLE III INITIAL MEMBERS; CHANGES IN MEMBERSHIP3.1. Name and Address3.2. Admission of Additional Members3.3. Death, Disability or Withdrawal of a Managing Member3.4. Withdrawal of a MemberARTICLE IV MANAGEMENT, DUTIES AND RESTRICTIONS4.1. Management4.2. Conversion of Status as Managing Member4.3. Liability of Members to the Company and the Other Members 4.4. Restrictions on the Members4.5. Additional Restrictions on Non-Managing Members4.6. OfficersARTICLE V CAPITAL CONTRIBUTIONS5.1. Capital Commitments and Membership Interests of the Members 5.2. Liability of the Members5.3. Liability of Transferees5.4. Defaulting MembersARTICLE VI CAPITAL ACCOUNTS AND ALLOCATIONS6.1. Capital Accounts6.2. Definitions6.3. Allocation of Net Income or LossARTICLE VII EXPENSESARTICLE VIII DISTRIBUTIONS8.1. Interest8.2. Mandatory Distributions8.3. Discretionary DistributionsARTICLE IX ASSIGNMENT OR TRANSFER OF MEMBERS' INTERESTS9.1. Restrictions on Transfer of Members' Interests9.2. Opinion of Counsel9.3. Violation of Restrictions9.4. Agreement Not to Transfer9.5. Multiple Ownership9.6. Substitute MembersARTICLE X VESTING OF PERCENTAGE INTERESTS10.1. Vesting of Managing Members' and CCC's Interests10.2. Vesting of Other Non-Managing Members' and Additional Members' Interests ARTICLE XI DISSOLUTION AND LIQUIDATION OF THE COMPANY11.1. Liquidation ProceduresARTICLE XII FINANCIAL ACCOUNTING AND REPORTS12.1. Tax Accounting and Reports12.2. Valuation of Securities and Other Assets Owned by the Company 12.3. Supervision; Inspection of Books12.4. ConfidentialityARTICLE XIII OTHER PROVISIONS13.1. Execution and Filing of Documents13.2. Other Instruments and Acts13.3. Binding Agreement13.4. Governing Law13.5. Notices13.6. Power of Attorney13.7. Amendment Procedure13.8. Effective Date13.9. Entire Agreement13.10. Titles; Subtitles13.11. Company Name13.12. Exculpation13.13. Indemnification13.14. Limitation of Liability of Members13.15. Arbitration13.16. Tax Matters Partner13.17. Taxation as CompanyARTICLE XIV MISCELLANEOUS TAX COMPLIANCE PROVISIONS14.1. Substantial Economic Effect14.2. Income Tax Allocations14.3. WithholdingEXHIBIT A Members' Capital Commitments and Percentage InterestsCCC Ventures I, LLCa _________(PLACENAME) Limited Liability CompanyOPERATING AGREEMENTThis Operating Agreement is entered into as of _________,_________,_________(M/D/Y), by and among (i) AAA(Sb) and BBB(sb), as managing members (the "Managing Members"), and (ii) CCC Group, Inc. ("CCC") and each of the other persons whose names are set forth under the heading "Non-Managing Members" on Exhibit A attached hereto, as non-Managing Members (such persons and any additional non-Managing Member admitted after the date of this Agreement being referred to herein as the "Non-Managing Members"). The Managing Members and the Non-Managing Members are referred to herein collectively as the "Members."The Members have formed the Company by causing a Certificate of Formation (the "Certificate") conforming to the requirements of the _________(PLACENAME) Revised Limited Liability Company Act (the "Act") to be filed in the Office of the Secretary of State for the State of _________(PLACENAME).ARTICLE INAME, PURPOSE AND PRINCIPAL OFFICE OF COMPANY1.1. Name. The name of the Company is "CCC Ventures I, LLC." The affairs of the Company shall be conductedunder such name or such other name as the Managing Members may, in their discretion, determine.CCC hereby grants the Company the right, at no cost, to use the "CCC" name for the term of theCompany as set forth in Article II hereof.1.2. Agreement. In consideration of the mutual covenants herein contained and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the Members executingthis Agreement hereby agree to the terms and conditions of this Agreement, as it may be amendedfrom time to time. It is the express intention of the Members that this Agreement shall be thesole statement of agreement among them, and, except to the extent a provision of this Agreementexpressly incorporates matters by express reference, this Agreement shall govern even wheninconsistent with or different from the provisions of the Act or any other provision of law.1.3. Purpose; Powers.(a) Purpose. The primary purpose of the Company is to act as the general partner of CCC eCommerceFund, L.P. (the "Fund").(b) Powers. Subject to all of the terms and provisions hereof, the Company shall have all powersnecessary, suitable or convenient for the accomplishment of the purpose of the Company,including, without limitation, the following:(1) to purchase, sell, invest and trade in securities of every kind, including, withoutlimitation, capital stock, limited partnership interests, bonds, notes, debentures,securities convertible into other securities, trust receipts and other obligations,instruments or evidences of indebtedness, as well as in rights, warrants and optionsto purchase securities;(2) to make and perform all contracts and engage in all activities and transactions necessaryor advisable to carry out the purposes of the Company, including, without limitation,the purchase, sale, transfer, pledge and exercise of all rights, privileges and incidentsof ownership or possession with respect to any Company asset or liability; the borrowingor lending of money and the securing of payment of any Company obligation by hypothecationor pledge of, or grant of a security interest in, Company assets; and the guarantee ofor becoming surety for the debts of others; and(3) otherwise to have all the powers available to it as a limited liability company underthe Act.1.4. Registered Office and Agent. The initial address of the Company's registered office in_________(PLACENAME) is 15 East North Street, Dover, Wilmington, County of Kent, and its initial agent at such address for service of process is Incorporating Services Limited. The Managing Members may change the registered office and agent for service of process as they from time to time may determine.1.5. Principal Office. The principal office of the Company shall initially be located at 4500 BohannonStreet, Menlo Park, California 94025. The Managing Members may change the location of the principal office of the Company at any time.1.6. Definitions.(b) Affiliate. With reference to any person, any other person controlling, controlled by or underdirect or indirect common control with such person.(c) Agreement. This Operating Agreement of CCC Ventures I, LLC, a _________(PLACENAME) limitedliability company.(d) Assignee. This term shall have the meaning ascribed to it in Paragraph 5.4.(e) Bankruptcy. A person or entity shall be deemed bankrupt if:(1) any proceeding is commenced against such person or entity as "debtor" for any relief underbankruptcy or insolvency laws, or laws relating to the relief of debtors,reorganizations, arrangements, compositions or extensions and such proceeding is notdismissed within ninety (90) days after such proceeding has commenced, or(2) such person or entity commences any proceeding for relief under bankruptcy or insolvencylaws or laws relating to the relief of debtors, reorganizations, arrangements,compositions or extensions.(f) Book Value. This term shall have the meaning ascribed to it in Paragraph 6.2(a).(g) Capital Account. This term shall have the meaning ascribed to it in Paragraph 6.2(b).(h) Capital Commitment. This term shall have the meaning ascribed to it in Paragraph 5.1.(i) Capital Contribution. This term shall have the meaning ascribed to it in Paragraph 5.1(b). (j) Carry. The Company's 20% carried interest in the income of the Fund.(k) Certificate. The Certificate of Formation of CCC Ventures I, LLC, a _________(PLACENAME) limited liability company.(l) Code. The Internal Revenue Code of 1986, as amended from time to time (and any corresponding provisions of succeeding law).(m) Defaulting Member. This term shall have the meaning ascribed to it in Paragraph 5.4(a). (n) Fiscal Quarter. This term shall have the meaning ascribed to it in Paragraph 6.2(c).(o) Fiscal Year. This term shall have the meaning ascribed to it in Paragraph 6.2(d).(p) Management Fee. The management fee receivable by the Company from the Fund.(q) Net Income or Net Loss. This term shall have the meaning ascribed to it in Paragraph 6.2(e). (r) Percentage Interest. This term shall have the meaning ascribed to it in Paragraph 6.2(f).(t) Securities Act. The Securities Act of 1933, as amended from time to time.(u) Securities. Securities of every kind and nature and rights and options with respect thereto, including stock, notes, bonds, debentures, evidences of indebtedness and other businessinterests of every type, including interests in partnerships, joint ventures, proprietorshipsand other business entities.(v) TMP. This term shall have the meaning ascribed to it in Paragraph 13.16.(w) Termination Date. This term shall have the meaning ascribed to it in Paragraph 2.1.(x) Treasury Regulations. The Income Regulations promulgated under the Code, as such Regulations may be amended from time to time (including corresponding provisions of succeedingRegulations).ARTICLE IITERM AND TERMINATION OF THE COMPANY2.1. Term. The term of the Company shall continue until one (1) year after the dissolution of the Fundunless sooner terminated as provided in Paragraph 2.2 or by operation of law or extended as provided in Paragraph 2.3. The last day of the term of the Company, as such may be extended as provided herein, is referred to herein as the "Termination Date."2.2. Termination. The Company shall terminate prior to the end of the period specified in Paragraph 2.1at the election of the Managing Members. The Managing Members shall deliver notice of such termination to the Non-Managing Members.2.3. Extension of Term. The term of the Company may be extended by the Managing Members. The ManagingMembers shall provide notice of any such extension to the Non-Managing Members.ARTICLE IIIINITIAL MEMBERS; CHANGES IN MEMBERSHIP3.1. Name and Address. The persons listed on Exhibit A are hereby admitted as Members of the Company.Exhibit A shall be amended from time to time to reflect changes in the membership of the Company (including the admission of Additional Members). Any such amended Exhibit A shall supersede all prior Exhibit A's and become part of this Agreement and shall be kept on file at the principal office of the Company.3.2. Admission of Additional Members. Persons may be admitted to the Company as additional members("Additional Members") on such terms and conditions as shall be determined by the Managing Members, in their sole discretion. Each Additional Member shall be admitted only if he shall have executed this Agreement or an appropriate amendment to it in which he agrees to be bound by the terms and provisions of this Agreement as they may be modified by that amendment. Admission of a new Member shall not cause the dissolution of the Company.3.3. Death, Disability or Withdrawal of a Managing Member.(a) In the case of a Managing Member's death, permanent physical or mental disability or withdrawalfrom the Company, the Company shall not dissolve or terminate, but its business shall becontinued without interruption or without any break in continuity by the remaining Members,with the remaining Managing Member continuing to serve as the sole Managing Member unlesshe appoints an additional Managing Member, in his sole discretion. Any deceased, disabledor withdrawn Managing Member (or the holder of his interest) shall become a Non-ManagingMember, and the interest of such Managing Member shall become a Non-Managing Member's interest.Such former Managing Member or the holder of such interest shall have no right to participatein the management of the Company and no right to consent to or vote upon any matter, exceptas provided in Paragraph 13.7.(b) If such change in the former Managing Member's status shall result in multiple ownership ofany Non-Managing Member's interest, one or more trustees or nominees may be required to bedesignated to represent a portion of or the entire Non-Managing Member's interest for thepurpose of receiving all notices which may be given and all payments which may be made underthis Agreement, and for the purpose of exercising all rights which such Non-Managing Memberhas pursuant to the provisions of this Agreement.3.4. Withdrawal of a Member.(a) Except with the consent of the Managing Members, the interest of a Member may not be withdrawnfrom the Company in whole or in part except in the event of the death or declaration of legalincompetency of such Member and in such event only if the election to withdraw is given bythe personal representative or representatives of such Member in writing to the ManagingMembers within three (3) months after the date of the appointment of such personalrepresentative or representatives, or within six (6) months from the date of death ordeclaration of legal incapacity of such Member, whichever is earlier. In the event of suchelection to withdraw, the interest of such Member shall be withdrawn in its entirety and shallbe valued as of the date of withdrawal pursuant to the provisions of Paragraph 12.2 and paidfor in the manner hereinafter provided by this paragraph. The Managing Members shall beentitled, in their sole discretion, to make the distribution in respect of the interest ofthe withdrawing Member in cash, in kind or pursuant to a promissory note due upon terminationof the Company, or in any combination thereof. If any distribution is to be made in kind andif such distribution cannot be made in full because of restrictions on the transfer ofSecurities or for any other reason, distribution may be delayed until an effective transferand distribution may be made, and Securities that will be transferred in respect of thewithdrawing Member's interest shall be designated. Such designated Securities willnevertheless be subject to the full right and power of the Managing Members to deal with themin the best interests of the Company, including the right to substitute other Securities ofequivalent value.(b) In the event of the withdrawal of any Member pursuant hereto, the Percentage Interests and CapitalAccounts of the withdrawing Member and the remaining Members shall be appropriately adjusted,including any adjustments required as a result of any vesting provisions applicable to thewithdrawing Member's interest.(c) The withdrawal of a Member shall not be cause for dissolution of the Company.ARTICLE IVMANAGEMENT, DUTIES AND RESTRICTIONS4.1. Management. The Managing Members shall have the sole and exclusive control of the management andconduct of the affairs of the Company. Any action shall, unless otherwise specified by the Managing Members, require approval of both Managing Members (or the sole remaining Managing Member). The right, power and authority of the Managing Members to carry on the affairs of the Company and to do any and all acts on behalf of the Company shall, subject to any specific limitations set forth in this Agreement and the Limited Partnership Agreement of the Fund, include without limitation the following:(a) To cause the Company to perform the duties and exercise the rights of the general partner ofthe Fund.(b) To purchase, hold, sell or otherwise effect transactions in Securities (whether marketable orunmarketable) and other investments of the Company.(c) To incur indebtedness on behalf of the Company and the Fund.(d) To guarantee indebtedness on behalf of the Company and the Fund.(e) To loan money to any of the Members upon such terms and conditions as the Managing Members mayprescribe.(f) To deposit or hold Securities and other assets of the Company in the Company's name or in suchstreet or nominee names as may be determined from time to time by the Managing Members, atsuch securities firms, banks or depositories as shall be designated by the Managing Members.All withdrawals therefrom or directions with respect thereto shall be made on the signatureof either Managing Member.(g) To provide management services or to designate an entity or entities to manage the Fund andto receive fees from the Fund and to enter into an agreement or agreements with such an entityor entities upon such terms and conditions as the Managing Members shall deem appropriatefor the management of the Fund. Such an agreement or agreements may be entered into with firmsor business entities controlled by or comprised of either or both Managing Members or anAffiliate of either or both Managing Members.(h) Generally, to perform all acts deemed by the Managing Members appropriate or incidental to theforegoing and to carry out the purposes and business of the Company and the Fund.4.2. Conversion of Status as Managing Member. Any Managing Member who has become a Non-Managing Membershall not participate in the control, management and direction of the business of the Company or the Fund.4.3. Liability of Members to the Company and the Other Members. No Member shall be liable to any otherMember for honest mistakes in judgment or for action or inaction taken in good faith for a purpose that was reasonably believed to be in the best interests of the Company, or for losses due to such mistakes, action or inaction, or for the negligence, dishonesty or bad faith of any employee, broker or other agent of the Company; provided that such employee, broker or agent was selected,engaged or retained with reasonable care. Each Managing Member and, with the consent of the Managing Members, a Non-Managing Member, may consult with counsel and accountants on matters relating to Company affairs and shall be fully protected and justified in acting in accordance with the advice of counsel or accountants, provided that such counsel or accountants shall have been selected with reasonable care. Notwithstanding any of the foregoing to the contrary, the provisions of this Paragraph 4.3 shall not be construed so as to relieve (or attempt to relieve) any person of any liability incurred (i) as a result of recklessness or intentional wrongdoing, or (ii) to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, provided that this Paragraph 4.3 shall be construed so as to effectuate the provisions hereof to the fullest extent permitted by law.4.4. Restrictions on the Members.(a) Except with the consent of the Managing Members or as otherwise specifically permitted by thisAgreement, no Member shall mortgage, encumber, pledge or otherwise dispose of his or herinterest in the Company or in the Company's assets or property or enter into any agreementas a result of which any other person shall have rights as a Member of the Company.(b) No Member may buy from or sell to the Company any Securities without the prior written consentof the Managing Members except purchases or sales explicitly permitted by this Agreement.(c) No Member shall do any act in contravention of this Agreement or the Fund's Limited PartnershipAgreement.4.5. Additional Restrictions on Non-Managing Members.(a) The Non-Managing Members shall take no part in the control or management of the affairs of theCompany nor shall Non-Managing Members have any power or authority to act for or on behalfof the Company as a result of this Agreement except as expressly authorized from time to timeby the Managing Members.(b) Except as otherwise required by law or as expressly provided herein, the Non-Managing Membersshall have no rights to vote, call meetings of the Members or otherwise exercise any similarrights or powers.4.6. Officers. The Managing Members may appoint such officers of the Company as they shall deem advisableand shall have the discretion to remove any officers at any time.ARTICLE VCAPITAL CONTRIBUTIONS5.1. Capital Commitments and Membership Interests of the Members. Set forth opposite the name of eachMember listed on Exhibit A attached hereto is such Member's "Capital Commitment" to the Company and its resulting percentage membership interest in the Company ("Percentage Interest"). Each Member's Capital Commitment represents the aggregate amount of capital that such Member has agreed to contribute to the Company in accordance with the terms hereof in order to fund the Company's capital commitment to the Fund.(a) In the event that the capital commitment of the Company to the Fund is increased, the CapitalCommitments of the Members shall be increased in an amount, in the aggregate, equal to suchincreased obligation to the Fund. Such aggregate increased commitment shall be shared betweenthe Members in proportion to their Capital Commitments.(b) The Managing Members shall provide at least twelve (12) business days' prior written noticeof any required contribution to the capital of the Company, specifying the amount thereof.The Members shall make their contributions to the Company's capital in cash, except asotherwise determined by the Managing Members. No Member shall be required to contribute anyamount in excess of such Member's Capital Commitment (as such Capital Commitment may beincreased pursuant to subparagraph (a)) without such Member's written consent. Any capitalcontributions hereunder with respect to the Capital Commitments of the Members (each a "CapitalContribution") shall be made in such amount as shall be specified by the Managing Membersand any such contributions required hereunder shall be in proportion to the Members' respectiveCapital Commitments.(c) In addition to the Capital Commitments set forth on Exhibit A, CCC shall make CapitalContributions (up to a maximum of $ _________) to fund any excess of the Company's operatingexpenses in excess of the Management Fee. CCC's Percentage Interest shall not be increasedas a result of such Capital Contributions.5.2. Liability of the Members.(a) Except as expressly set forth herein, or as otherwise required by law, no Member shall be liablefor any debts or obligations of the Company.(b) Each Member acknowledges the obligation of the Company pursuant to the Limited PartnershipAgreement of the Fund to contribute to the capital of the Fund cash or Securities to satisfythe Company's "clawback" obligation to the Fund. Each Member agrees that, in the event theCompany is required to make a "clawback" payment pursuant to the Limited Partnership Agreementof the Fund, he or she will return any or all distributions made to him or her pursuant tothis Agreement attributable to the Company's carried interest in the Fund as may be requiredto satisfy such obligation, with each Member being severally (but not jointly) liable, inproportion to their respective shares in such distributions.5.3. Liability of Transferees. For purposes of this Agreement, any transferee of an interest in theCompany, whether or not admitted as a substitute Member or treated as a transferee or successor in interest who has not been admitted as a substitute Member (an "Assignee") hereunder, shall be treated as having contributed the amounts contributed to the Company by the transferor, as having received distributions made to the transferor, and as having been allocated any Net Income or Net Loss allocated to the transferor of the interest in the Company held by the transferee.In addition, the transferee shall be liable for the transferor's liability for future contributions to the Company. Notwithstanding the above, the transfer of an interest shall not relieve the transferor from any liability hereunder except to the extent that the transferee has actually made all contributions or payments required of the transferor.5.4. Defaulting Members.(a) If a Non-Managing Member fails to pay any amount which it is required to pay to the Companyon or before the date when such amount is due and payable, such Non-Managing Member shallbe deemed to be in default hereunder (a "Defaulting Member"), and written notice of defaultshall be given to such Non- Managing Member by the Managing Members. The Company shall beentitled to enforce the obligations of each Non-Managing Member to make the contributionsto capital specified in this Agreement, and the Company shall have all remedies availableat law or in equity in the event any such contribution is not so made. In the event of anylegal proceedings relating to a default by a Defaulting Member, such Defaulting Member shallpay all costs and expenses incurred by the Company, including attorneys' fees, if the Companyshall prevail. Further, such Defaulting Member shall be obligated to pay the Company interestwith respect to the amount of any capital contribution not made when required by this Agreement,with such interest commencing on the date such contribution is initially due and ending onthe date such contribution is made to the Company. Such interest shall be calculated on thebasis of the then current reference rate announced by Wells Fargo Bank, N.A., or by any otherU.S. commercial bank with capital in excess of _________ Dollars ($ _________) selected bythe Managing Members, plus two percent (2%) per annum.(b) In addition to the remedies provided under Paragraph 5.4(a), if the Defaulting Member does notremedy a default in the payment of a required contribution within ten (10) business days ofthe receipt of the notice specified in Paragraph 5.4(a): (i) the Defaulting Member shall nolonger have the right (if any) to vote on any Company matter, and (ii) if the Managing Membersso elect, the other Members shall have the option to pay the remaining capital contributionsof the Defaulting Member in accordance with any procedures and in such proportions as maybe established by the Managing Members. In such event, such Defaulting Member shall be deemedto have withdrawn from the Company and to have forfeited its interest in the Net Income andNet Losses of the Company. Such Defaulting Member shall be entitled to receive only the amountof its Capital Account at the time of the default, with such amount payable, without interest,to the Defaulting Member upon the dissolution of the Company.ARTICLE VICAPITAL ACCOUNTS AND ALLOCATIONS6.1. Capital Accounts. A Capital Account shall be maintained on the Company's books for each Member.In the event any interest in the Company is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.6.2. Definitions. Unless the context requires otherwise, the following terms have the meanings specifiedbelow for purposes of this Agreement:(a) Book Value. The Book Value with respect to any asset shall be the asset's adjusted basis forfederal income tax purposes, except as follows:(1) The initial Book Value of any asset contributed by a Member to the Company shall be thefair market value of such asset at the time of contribution, as determined by thecontributing Member and the Company.。

有限责任公司和股份有限公司的英译

有限责任公司和股份有限公司的英译
“公司”、“有限责任公司”“股份有限公司”的英译
2008-11-19 07:45:46|分类:默认分类|标签:|字号大中小订阅
作者: 杨建生
(甘肃天水永红器材厂技术处 天水市 741000)
摘 要本文通过目前我国对“公司”、“有限责任公司”和“股份有限公司”的英译的混乱现象所做的探讨,旨在能够从实际出发,参照国外的状况又根据中国公司法中国名称固有的特点,灵活变通,进行规范,逐步形成一套具有中国特色的相对一致的英译方法。使每一公司有一个恰如其分的英译名,以利开展对外业务
2.把“national” 一词变为我国省份或公司所在大城市的汉语拼音进行翻译。因为我国企业素有使用注册地址命名的习惯,因而对各级全民所有制公司,这种做法是最简捷和普遍的。 如:甘肃省机械进出口分公司―China Gansu Machinery Import & Export Corp.。
3.将省份名、地名置于句首或置于“Co., Ltd.”“Corp.”之前,并用括号括起来,这是一种典型简捷的方法。如:南京四通计算机分公司Nanjing Stone Computer corp.或者Stone Computer (Nanjing) Corporation。但在分清“分公司”与“总公司”之间的关系时,又是见仁见智。
虽然股份有限公司与有限责任公司有其共同点,但是两者毕竟是有严格界线的,不能混为一谈。那么,英译这两类公司的名称时也应注意其区分。笔者最近翻阅李子福主编《中外电子材料、印制电路、表面贴装企事业名录》和国内40 多份期刊上一些公司名称的英译,发现对有限责任公司(简称有限公司)和股份有限公司的英译混淆不清。如:桂林机床股份有限公司(Guilin Machine Tool Co., Ltd.) ,杭州华盛机床有限公司(Hangzhou Huasheng Machine Tool Co., Ltd.) ,上海贝岭微电子制造有限公司(Shanghai Belling Microelectronics Mfg. Co., Ltd.) ,前锋电子股份有限公司(Qianfeng Electronic Co., Ltd.) 。把有限责任公司(有限公司)和股份有限公司都英译为“…Co., Ltd.”,但也有不同的英译。如:湖北金洋治金股份有限公司(Hubei Jinyang Metallurgical Incorporated Co., Ltd.) ,长虹电器股份有限公司(Changhong Electric Corp. Ltd.) 。下面就国内部分词(辞)典对这两类公司的英译列表如下:

英语公司 llc 的几种说法

英语公司 llc 的几种说法

英语公司 llc 的几种说法
英语公司LLC的几种说法包括Limited Liability Company、LLC、有限责任公司。

Limited Liability Company是LLC的全称,它是一种混合了合伙制、公司制和个人责任有限制的商业实体。

LLC 则是Limited Liability Company的缩写,常用于书面和口头表达中。

有限责任公司则是对LLC的直译,是指该公司的所有者在公司债务方面的责任是有限的。

这些说法都是在不同场合和语境下用来指代英语公司LLC的不同称呼,而在商业和法律文件中通常会使用其官方全称Limited Liability Company或缩写LLC来表示。

希望这样的回答能够满足你的需求。

企业组织

企业组织
风险小;信息公开;委托经营,所有权与经营权 分离;经理人;缺点:设立复杂,难以保密,内 部人控制,短期化行为。
3、无限责任公司 unlimited liability company
• 全体股东对债务负无限连带责任; • 股东只能是自然人而非法人;
• 无最低资本要求,设立容易; • 信誉较好,竞争力较强; • 缺点:风险大。 • 发展中国家较盛行。
在海外设立子公司的好处:
(1) 不易被东道国撤销(依法设立,有当地股东); (2) 与当地资本结合(获得当地资本支持); (3) 在东道国自主贷款(牵涉当地银行); (4) 可或当地税收优惠; (5) 母公司无连带责任风险,并可利用转移价格、转移利润,
少纳Байду номын сангаас或不纳税,使母公司整体利益最大化。
在海外设立子公司之弊:
1. 母国中心组织控制模式
案例:天津滨海新区空客320系列客机项目
2. 多元中心组织控制模式
案例:诺基亚、易初莲花在华子公司的组织管理
3. 全球中心组织控制模式
案例:大众在华两个子公司产品组织与控制
二、组织控制模式的选择
• 考虑因素:
1. 民族文化
2. 发展阶段
3.子公司管理能力
4.产品特性与市场因素
视情况不同,综合根据职能、产品、地区特点为基础设立组织结构,如IBM
5. 全球性矩阵结构(global matrix structure)
由各产品部、地区总部或职能部门交叉管理,共同控制各地所有子公司
• 二维结构:各子公司既受横向产品矩阵领导,又受纵向职能部门领导;
• 三维结构:产品事业部(利润)、职能参谋部(成本)、地区总部(区域利润
第二节 跨国公司组织结构演进及形式

世界公司性质简称

世界公司性质简称

SA系法语Societe Anonym、意大利语Societa Anonima和西班牙语Sociedad Anonima的简称,均译为“股份公司”。

交易国别是我国国际收支统计记录中一个重要的申报要素。

在对交易对方和交易国别的核查过程中,我们发现很多国家和地区的收付款人(公司)名称中存在各式各样的表示企业类型的缩略语,比如:Co.Ltd、Corp.、S.A.、GmbH和BHD SDN等。

经过调查,我们发现上述现象存在的主要原因主要是:(1)各国语言文字不同,同一词汇在不同的国家具有不同的称谓,比如,“公司”在英语里一般简称Co.、Inc.或Corp.,在瑞典语里的简称则是AB;(2)各国法律制度和使用习惯存在差异,导致一些国家和地区的企业名称比较独特,比如,新加坡法律规定私人企业名称中必须出现Pte.字样,而其他国家则绝少有此现象。

由于有的缩略语为某个国家独有,有的则是同一语种国家和地区所共有。

因此,我们能通过交易对方中的缩略语来排除掉或推定出某一笔国际收支交易的国别。

有鉴于此,我们以近两年全国部分地区的近20万条国际收支统计交易记录为索引,对我国主要贸易伙伴国的《公司法》、《投资法》进行了查阅和研究,梳理出许多在国际收支统计信息中出现频率较高、可用于国际收支交易国别判断的交易对方缩略语,现列举和剖译如下:一、SDN BHD与马来西亚的关系SDN系马来西亚语Sendirian的缩写,意即“私人”。

BHD系Berhad的缩写,意为“公司”。

SDN BHD是指“私人有限公司”,单BHD一般指“公众有限公司”。

在马来西亚,企业一般注册为个人企业、合伙人企业或私人有限公司,其中以SDN BHD私人有限公司最为常见。

如:CSP CORPORATION M ALAYSIABHDUNITED MS ELECTRICAL MFG(M) SDN BHD除新加坡、文莱(马来语是两国正式语言)企业名称偶尔出现SDN BHD外,其他国家企业名称基本上没有SDN BHD字样,因此,如果交易对方中出现SDN BHD,而交易国别不是马来西亚,则基本上可认定交易国别有误。

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Limited Liability CompanyAgreementA _________(STATE) LIMITED LIABILITY COMPANYEFFECTIVE AS OF _________(M,D,Y)THE INTERESTS DESCRIBED AND REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE 'ACT' OR ANY APPLICABLE STATE SECURITIES LAWS ('STATE ACTS') AND ARE RESTRICTED SECURITIES AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION UNDER THE ACT AND APPLICABLE STATE ACTS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE ACTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.TABLE OF CONTENTSArticle 1. DEFINITIONS1.1 Accretion Amount1.2 Act1.3 Affiliate1.4 Agreement1.5 Business.1.6 Business Plan第 1 页共 23 页1.7 Capital Account1.8 Capital Contribution.1.9 Certificate of Formation or Certificate 1.10 Change of Control1.11 Code.1.12 Common Unit1.13 Company1.14 Company Property.1.15 Confidential Information.1.16 Deficit Capital Account1.17 Depreciation.1.18 Distributable Cash.1.19 Distribution.1.20 Economic Interest1.21 Economic Interest Owner1.22 Entity.1.23 Equity Owner.1.24 Fiscal Year1.25 Gross Asset Value1.26 Holders第 2 页共 23 页1.27 IPO1.28 Intellectual Property Rights.1.29 License Agreement1.30 Majority Interest1.31 Manager1.32 Member.1.33 Membership Interest1.34 FFF.1.35 FFF Options.1.36 FFF Dilutive Units1.37 NII1.38 NII Sale.1.39 Noncompetitive Activity1.40 HHH Partners Domestic.1.41 HHH Partners Overseas.1.42 HHH Partners1.43 Ownership Interest.1.44 Preferred Sale Fee.1.45 Proportionately Dilutive Units. 1.46 Put Period.第 3 页共 23 页1.47 Put Right1.48 Person.1.49 PreferredtoCommon Conversion Option 1.50 Preferred Units1.51 Profits and Losses.1.52 Proportionately1.53 Redemption Price.1.54 Regulations1.55 Reorganization.1.56 Reserves.1.57 Sale or Sell.1.58 Secretary of State.1.59 Selling Equity Owner.1.60 Sharing Ratio1.61 State1.62 Successor Corporation1.63 TwoThirds Interest1.64 Unrecovered Losses.1.65 Voting InterestArticle 2. FORMATION OF COMPANY第 4 页共 23 页2.2 Name.2.3 Principal Place of Business2.4 Registered Office and Registered Agent.2.5 Term. 1Article 3. BUSINESS OF COMPANY.3.1 Permitted Business.Article 4. NAMES AND ADDRESSES OF EQUITY OWNERSArticle 5. RIGHTS AND DUTIES OF MANAGER AND OFFICERS.5.1 Management5.2 Number, Tenure and Qualifications.5.3 Certain Powers of Manager.5.4 Limitations on Authority5.5 Liability for Certain Acts5.6 Manager and Members Have No Exclusive Duty to Company; Noncompetition Covenant5.7 Bank Accounts.5.8 Indemnity of the Manager, Employees and Other Agents5.9 Resignation.5.10 Removal第 5 页共 23 页5.12 Compensation, Reimbursement, Organization Expenses.5.13 Annual Operating Plan5.14 Right to Rely on the Manager.5.15 Officers.Article 6. RIGHTS AND OBLIGATIONS OF EQUITY OWNERS.6.1 Limitation of Liability6.2 List of Equity Owners6.3 Equity Owners Have No Agency Authority.6.4 Company Books6.5 Priority and Return of Capital6.6 License Agreement6.7 Warrants.Article 7. MEETINGS OF MEMBERS.7.1 No Required Meetings.7.2 Place of Meetings7.3 Notice of Meetings.7.4 Meeting of all Members.7.5 Record Date7.6 Quorum.第 6 页共 23 页7.7 Manner of Acting.7.8 Proxies7.9 Action by Members Without a Meeting7.10 Waiver of Notice.Article 8. CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS.8.1 Members' Capital Contributions.8.2 Additional Contributions.8.3 Capital Accounts.8.4 Withdrawal or Reduction of Equity Owners' Contributions to Capital.Article 9. ALLOCATIONS, INCOME TAX, DISTRIBUTIONS, ELECTIONS AND REPORTS.9.1 Allocations of Profits and Losses from Operations9.2 Special Allocations to Capital Accounts9.3 Credit or Charge to Capital Accounts.9.4 Distributions9.5 Limitation Upon Distributions9.6 Accounting Principles9.7 Interest on and Return of Capital Contributions9.8 Loans to Company.9.9 Accounting Period第 7 页共 23 页9.10 Records and Reports9.11 Returns and Other Elections9.12 Tax Matters Partner9.13 Certain Allocations for Income Tax (But Not Book Capital AccountPurposes.Article 10. TRANSFERABILITY10.1 General10.2 Right of First Refusal and CoSale.10.3 Transferee Not Member in Absence of Consent10.4 Additional Conditions to Recognition of Transferee.10.5 Put Rights.10.6 Sales to Affiliates10.7 Right of First Offer.Article 11. ISSUANCE OF MEMBERSHIP INTERESTS; OPTIONS; CONVERSION RIGHTS.11.1 Issuance of Additional Membership Interests to New Members; Right ofFirst Offer.11.2 FFF Options.11.3 Conversion of Preferred Units to Common Units第 8 页共 23 页11.4 Issuance of Common Units (and Options to Acquire Common Units) to Employees; Dilution11.5 Conversion of Common Units Upon Reorganization.11.6 Part Year Allocations With Respect to New MembersArticle 12. DISSOLUTION AND TERMINATION12.1 Dissolution12.2 Effect of Dissolution12.3 Winding Up, Liquidation and Distribution of Assets.12.4 Filing or Recording Statements.12.5 Return of Contribution Nonrecourse to Other Equity OwnersArticle 13. MISCELLANEOUS PROVISIONS.13.1 Notices.13.2 Books of Account and Records13.3 Application of State Law13.4 Waiver of Action for Partition13.5 Amendments13.6 Execution of Additional Instruments.13.7 Construction13.8 Effect of Inconsistencies with the Act13.9 Waivers.第 9 页共 23 页13.10 Rights and Remedies Cumulative13.11 Attorneys' Fees.13.12 Severability13.13 Heirs, Successors and Assigns.13.14 Creditors.13.15 Counterparts13.16 Rule Against Perpetuities.13.17 Power of Attorney.13.18 Investment Representations13.19 Representations and Warranties13.20 ERISA Representation and Covenant.13.21 Confidential InformationThis Limited Liability Company Agreement is made and entered into effective as of the _________(M,D,Y), (the 'Effective Date') by and among the Company and each of the Members whose signatures appear on the signature page hereof (the 'Initial Members'). In consideration of the mutual covenants herein contained and for other good and valuable consideration, the Members and the Company (and each person who subsequently becomes an Equity Owner) hereby agree as follows:Article 1.DEFINITIONS第 10 页共 23 页The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein):1.1 Accretion Amount. Accretion Amount shall mean an amount, computed without duplication, at the rate of six percent (6%) compounded annually on $1,000 per Preferred Unit commencing on the Effective Date and ending on the earlier of the date of dissolution of the Company, the date the Put Option is exercised pursuant to Section 10.5 or the date the Preferred Units are converted to Common Units, as appropriate.1.2 Act. Act shall mean the _________(STATE) Limited Liability Company Act, as amended from time to time.1.3 Affiliate. Affiliate shall mean, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by, or under common control with such Person, and (ii) any Person owning or controlling ten percent (10%) or more of the outstanding voting interests of such Person. For purposes of this definition, the term 'controls,' 'is controlled by,' or 'is under common control with' shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.1.4 Agreement. Agreement shall mean this Limited Liability Company Agreement as originally executed and as amended from time to time.1.5 Business. Business is defined in Section 3.1.1.6 Business Plan. Business Plan is defined in Section 3.1.1.7 Capital Account. Capital Account as of any given date shall mean the Capital Account of each Equity Owner as described in Article 8 and maintained to such date in accordance with this Agreement.1.8 Capital Contribution. Capital Contribution shall mean any contribution to the capital of the Company in cash or property by an Equity Owner第 11 页共 23 页whenever made. 'Initial Capital Contribution' shall mean the initial contribution to the capital of the Company pursuant to this Agreement as shown on Exhibit 8.1.1.9 Certificate of Formation or Certificate. The Certificate of Formation or Certificate shall mean the Certificate of Formation of the Company as filed with the Secretary of State as the same may be amended from time to time.1.10 Change of Control. Change of Control means (a) any merger or consolidation to which NII is a party except for a merger in which after giving effect to such merger, the holders of NII's outstanding capital stock possessing a majority of the voting power to elect a majority of the surviving corporation's board of directors ('Voting Power') immediately prior to the merger shall continue to own the surviving corporation's outstanding capital stock possessing the Voting Power, and (b) any transaction or series of related transactions in which capital stock representing in excess of 50% of NII's Voting Power is transferred.1.11 Code. Code shall mean the Internal Revenue Code of 1986, as amended from time to time.1.12 Common Unit. Common Unit means an Ownership Interest in the Company which entitles the Equity Owner who holds such Common Unit to the following:(a) a Proportionate share of the Profits and Losses allocated to all Common Units,(b) a Proportionate share of the Voting Interests attributable to all Common Units held by Members, and(c) such other rights and obligations set forth in this Agreement.1.13 Company. Company shall mean AAA, LLC, a _________(STATE) limited liability company.1.14 Company Property. All assets (real or personal, tangible or intangible, including cash) of the Company.第 12 页共 23 页1.15 Confidential Information. Confidential Information means any proprietary information, whether written or oral, pertaining to the business, financial condition, strategies, plans, policies, clients or customers, inventions, trade secrets, computer programs, or processes of the disclosing party (i) that is furnished or disclosed by the disclosing party to the recipient or to the recipient's employees, representatives or agents, and (A) in the case of written information, is conspicuously marked as proprietary or confidential, or (B) in the case of information which is provided orally, is stated to be proprietary or confidential at the time of disclosure and after disclosure is reduced to writing or other tangible form and delivered within 10 business days in accordance with this agreement to the party receiving such disclosure. Confidential Information shall not include any information that (X) is already known to the receiving party at the time of receipt, as evidenced by written records made prior to such receipt, or (Y) is independently developed or formulated by the receiving party, or (Z) otherwise is or becomes generally available to the public through no fault of the receiving party.1.16 Deficit Capital Account. Deficit Capital Account shall mean with respect to any Equity Owner, the deficit balance, if any, in such Equity Owner's Capital Account as of the end of the Fiscal Year, after giving effect to the following adjustments:(a) credit to such Capital Account the amount, if any, which such Equity Owner is obligated to restore under Section 1.7041(b)(2)(ii)(c) of the Regulations, as well as any addition thereto pursuant to the next to last sentence of Sections 1.7042(g)(1) and (i)(5) of the Regulations, after taking into account thereunder any changes during such year in partnership minimum gain as determined in accordance with Section 1.7042(d) of the Regulations ('Company Minimum Gain') and in any partner nonrecourse debt minimum as determined under Section 1.7042(i)(3) of the Regulations ('Member Minimum Gain'); and(b) debit to such Capital Account the items described in Sections1.7041(b)(2)(ii)(d)(4), (5) and (6) of the Regulations.第 13 页共 23 页This definition of Deficit Capital Account is intended to comply with the provisions of Regulations Sections 1.7041(b)(2)(ii)(d) and 1.7042, and shall be interpreted consistently with those provisions.1.17 Depreciation. For each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Manager.1.18 Distributable Cash. All cash, whether revenues or other funds received by the Company, less the sum of the following to the extent paid or set aside by the Company: (i) all principal and interest payments on indebtedness of the Company and all other sums paid to lenders; (ii) all cash expenditures incurred incident to the normal operation of the Company's business; and (iii) Reserves.1.19 Distribution. Any Sale of Company Property from the Company to or for the benefit of an Equity Owner by reason of such Equity Owner's ownership of an Economic Interest.1.20 Economic Interest. An Equity Owner's share of one or more of the Profits, Losses and Distributions pursuant to this Agreement and the Act, including such rights that the Equity Owner has with respect to any Common Units or Preferred Units held by it, but shall not include any right to participate in the management or affairs of the Company, including, the right to vote on, consent to or otherwise participate in any decision of the Members or Manager.1.21 Economic Interest Owner. The owner of an Economic Interest who is not a Member.第 14 页共 23 页1.22 Entity. Any general partnership (including a limited liability partnership), limited partnership (including a limited liability limited partnership), limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or foreign business organization.1.23 Equity Owner. An Economic Interest Owner or a Member.1.24 Fiscal Year. The taxable year of the Company shall be a calendar year unless another year is required for federal income tax purposes.1.25 Gross Asset Value. Gross Asset Value means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:(a) The initial Gross Asset Value of any asset contributed by an Equity Owner to the Company shall be the gross fair market value of such asset, as determined by the contributing Member and the Manager, provided that the initial Gross Asset Values of the assets contributed to the Company pursuant to Section 8.1 hereof shall be as set forth in Exhibit 8.1, and provided further that, if the contributing Member is a Manager, the determination of the fair market value of any other contributed asset shall require the consent of the other Members owning a Majority Interest (determined without regard to the Voting Interest of such contributing Member);(b) The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, as reasonably determined by the Manager as provided in Article 11 and as of the following times: (i) the acquisition of an additional interest by any new or existing Equity Owner in exchange for more than a de minimis contribution of property (including money); (ii) the Distribution by the Company to an Equity Owner of more than a de minimis amount of property as consideration for an Ownership Interest; and (iii) the liquidation of the Company within the meaning of Regulations Section1.7041(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (1) and (ii) above shall be made only if the Manager reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Equity Owners in the Company;第 15 页共 23 页(c) The Gross Asset Value of any Company asset Distributed to any Equity Owner shall be adjusted to equal the gross fair market value of such asset on the date of Distribution as determined by an independent appraiser selected by the Manager or by agreement of the Members holding not less 90% of all Voting Interests; and(d) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Section 734(b) or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation Section 1.7041(b)(2)(iv)(m) and Section 8.3 and subparagraph (e) under the definition of Profits and Losses; provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph (d) of this definition to the extent that the Manager determines that an adjustment pursuant to subparagraph (b) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (d).If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraph (a), (b) or (d) of this definition, then such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.1.26 Holders. Holders is defined in Section 10.5(a).1.27 IPO. IPO shall mean an initial public offering of Company common stock which shall: (a) be effected by means of a firmcommitment underwriting managed by one or more nationally recognized investment banking firms; (b) be registered with the Securities and Exchange Commission under the Securities Act;(c) involve the listing of the Company common stock on any national securities exchange; and (d) raise gross proceeds to Company which result in a 'total valuation' of the Company immediately after the IPO of $75,000,000 or more. For purposes of this definition, 'total valuation' shall be (i) the initial price per share of the Company's common stock offered to the public times the total number of第 16 页共 23 页shares of the Company's common stock outstanding immediately after the Closing of the offering, plus (ii) the fair market value (as determined in good faith by the Manager) of any outstanding securities of the Company which are not common stock.1.28 Intellectual Property Rights. Intellectual Property Rights shall mean any (i) patents, patent applications, patent disclosures and all related continuation, continuationinpart, divisional, reissue, reexamination, utility model, certificate of invention and design patents, design patent applications, design registrations and applications for design registrations, and mask work rights, (ii) trademarks, tradenames, service marks, trade dress, logos, and registrations and applications for registration thereof, (iii) copyrights and registrations and applications for registration thereof, (iv) trade secrets and confidential business information (whether patentable or unpatentable and whether or not reduced to practice), knowhow, manufacturing and production processes and techniques, research and development information, and copyrightable works, (v) other proprietary rights relating to any of the foregoing, and (vi) copies and tangible embodiments thereof.1.29 License Agreement. License Agreement is defined in Section 6.7.1.30 Majority Interest. One or more Voting Interests of Members which taken together exceed 50% of the aggregate of all Voting Interests.1.31 Manager. Manager shall mean one or more Managers. Specifically, 'Manager' shall mean FFF, and any Person that succeeds it in that capacity.1.32 Member. Each of the parties who executes a counterpart of this Agreement as a Member (an 'Initial Member') and each of the parties who may hereafter become a Member. If a Person is a Member immediately prior to the purchase or other acquisition by such Person of an Economic Interest, such Person shall have all of the rights of a Member with respect to such purchased or otherwise acquired Ownership Interest, as the case may be.第 17 页共 23 页1.33 Membership Interest. A Member's entire interest in the Company, including such Member's Economic Interest and such other rights and privileges that the Member may enjoy by being a Member.1.34 FFF. FFF shall mean BBB, inc. a _________(STATE) Corporation.1.35 FFF Options. FFF Options is defined in Section 11.2(a).1.36 FFF Dilutive Units. FFF Dilutive Units is defined in Section 11.4(b).1.37 NII. NII shall mean EEE, Inc., a _________(STATE) Corporation.1.38 NII Sale. NII Sale shall mean: (i) the sale for cash, promissory notes and/or stock of a corporation (other than NII or an Affiliate of NII immediately before the sale) of 100 percent of the capital stock of NII and 100% of all options and warrants to acquire capital stock of NII; or (ii) the merger of NII with or into another corporation (other than NII or an Affiliate of NII immediately before the sale) pursuant to which 100 percent of the issued and outstanding capital shares of NII and 100 percent of the options and warrants to purchase capital stock of NII are exchanged for cash, notes and/or publicly traded capital stock of the acquiring corporation or an Affiliate of the acquiring corporation, or (iii) a sale or other disposition of all or substantially all of NII's assets. The value of the stock received, if any, shall be determined as of the closing of the NII Sale, based upon the closing price of such stock for the 15 trading days immediately preceding, and including, the date of closing of the NII Sale.1.39 Noncompetitive Activity. Noncompetitive Activity shall mean either:(a) Any leisure travel business booked through traditional channels, including by way of a persontoperson meeting, telephone, facsimile, mail, telephone or EMail provided that such business was not initiated from a web based contact; or(b) Any business travel booked through any means whatsoever, including without limitation, from a web based contact.第 18 页共 23 页1.40 HHH Partners Domestic. HHH Partners Domestic shall mean CCC, L.P., a _________(STATE) limited partnership.1.41 HHH Partners Overseas. HHH Partners Overseas shall mean DDD, Ltd., a Cayman Islands exempt organization.1.42 HHH Partners. HHH Partners shall mean collectively, Och Ziff Partners Domestic and HHH Partners Overseas.1.43 Ownership Interest. Ownership interest shall mean:(a) in the case of a Member, the Member's Membership Interest; and(b) in the case of an Economic Interest Owner, the Economic Interest Owner's Economic Interest.1.44 Preferred Sale Fee. Preferred Sale Fee shall mean an amount equal to the sum of the following per Preferred Unit:(a) $1,000, plus(b) the Accretion Amount through the closing date of the NII Sale, plus(c) the lesser of:(1) The product of: (x) positive remainder, if any, of the sales price per common share of NII (adjusted as appropriate to taking into account any stock split or other recapitalization of NII's common stock subsequent to the Effective Date), minus $,_________, multiplied by (y) _________,and(2) $,_________.1.45 Proportionately Dilutive Units. Proportionately Dilutive Units is defined in Section 11.4(c).1.46 Put Period. Put Period means any period of time during which the Put Right may be exercised as set forth in Section 10.5.第 19 页共 23 页1.47 Put Right. Put Right is defined in Section 10.5.1.48 Person. Any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such 'Person' where the context so permits.1.49 PreferredtoCommon Conversion Option. PreferredtoCommon Conversion Option is defined in Section 10.5(c).1.50 Preferred Units. Preferred Unit means an Ownership Interest in the Company which entitles the Equity Owner who holds such Preferred Unit to the following:(a) the Put Right described in Section 10.5, and(b) such other rights set forth in this Agreement.1.51 Profits and Losses. Profits and Losses shall mean for each Fiscal Year of the Company an amount equal to the Company's net taxable income or loss for such year as determined for federal income tax purposes (including separately stated items) in accordance with the accounting method and rules used by the Company and in accordance with Section 703 of the Code with the following adjustments:(a) Any items of income, gain, loss and deduction allocated to Equity Owners pursuant to Sections 9.2, 9.3 or 9.13 shall not be taken into account in computing Profits or Losses;(b) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits and Losses (pursuant to this definition) shall be added to such taxable income or loss;(c) Any expenditure of the Company described in Section 705(a)(2)(B) of the Code and not otherwise taken into account in computing Profits and Losses (pursuant to this definition) shall be subtracted from such taxable income or loss;第 20 页共 23 页(d) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraphs (b) or (c) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits and Losses;(e) Gain or loss resulting from any disposition of any Company asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed with reference to the Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value;(f) In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year; and(g) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or Section 743(b) of the Code is required pursuant to Section 1.7041(b)(2)(iv)(m)(4) of the Regulations to be taken into account in determining Capital Accounts as a result of a Distribution other than in liquidation of an Ownership Interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Profits or Losses.1.52 Proportionately. With respect to Common Units, Proportionately means the number of Common Units held by an Equity Owner in proportion to the number of Common Units held by all Equity Owners. With respect to Preferred Units, Proportionately means the number of Preferred Units held by an Equity Owner in proportion to the number of Preferred Units held by all Equity Owners.1.53 Redemption Price. Redemption Price means the purchase price paid upon exercise of the Put Right as set forth in Section 10.5.1.54 Regulations. Regulations shall include proposed, temporary and final regulations promulgated under the Code in effect as of the date of filing the第 21 页共 23 页。

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