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A Loan agreement
Preamble, Amount of principle
This agreement is dated as of October 11th, 20.., and is between the Russ bank of Russia, a juridical person organized and existing under the laws of Russia, hereinafter referred to as ‘the Borrower’, and Nisso Iwa (UK) Limited a corporation organized and existing under the laws of England, hereinafter referred to as ‘the Lender’.
Whereas, Russ import, Moscow, Russia a judicial person organized and existing under the laws of Russia, hereinafter referred to as ‘the Buyer”, has entered into Purchase Contract N 732/09 dated April 6th, 2012, hereinafter referred to as “the Purchase Contract” with Nisso Iwa Corporation, a corporation organized and existing under the laws of Japan, hereinafter called ‘the Seller” for the purchase of San Iron Manufacturing Plant Equipment from San Electric Co and Addendum N 1 dated October 31st 2012 hereinafter called “the Addendum” for the purchase of additional equipment for the above plant, hereinafter called “the Equipment”, and whereas, the Borrower has requested the Lender to lend Eight Hundred Nineteen Thousand Two Hundred Three United States Dollars (USD 819,203) to facilitate payments for the Equipment under the Addendum, and Whereas, the Lender is willing to lend the funds under the terms and conditions set forth below. Now, therefore, in consideration of the promises contained herein, and each party intending to be legally bound thereby, the parties agree as follows:
Article 1 The Loan
Article 2. Rate and payment of interest
The interest shall accrue for each and every period from and including each Drawdown Date to and not including the day as specified for interest payment on Exhibit B attached hereto, hereinafter called “the Interest Payment Date”, immediately following such Drawdown Date, and thereafter from and including each Interest Payment Date to and not including the next Interest Payment Date, hereinafter called “the Interest Period” on the outstanding balance of the Loan at separate rates for each Interest Period calculated on the basis of the actual number of days elapsed and 360-day-yuear, the interest accrued on the Loan is hereinafter called “the Interest”, and shall be paid semi annually in arrears on each Interest Payment Date.
Such notice shall be made in the manner as described in Article 16 hereof.
Introduction to corporate taxation
A well-worn saying holds that nothing is certain but death and taxes. Unhappily, governments are also responsible for the former, and they are virtually always the source of the latter. Since the United States is the world’s largest capital market, we will focus on taxes levied on US citizens and corporations. Most of the specific tax rates and provisions applied in the first half of the 1990s. By far the most important taxes for investment decision-making are personal and corporate income taxes.
Corporate Income Tax
In the US and most other countries, the corporate form of organization is the most important in terms of dollar value of assets owned, although many more firms are organized as partnerships or single proprietorships. Legally, a corporation is regarded as a separate entity, while partnerships are considered as extensions of their owners. Income earned through proprietorships and partnerships is taxed primarily through the personal tax levied on their owners. Income earned by a corporation may be taxed twice – once when it is earned via corporate income tax and again when it is received as dividends by holders of the firm’s securities, via personal income tax.
Corporate Tax Rates
The corporate income tax is relatively simple in one respect. There are usually only a few basic rates. For example, in 2010 there was a tax rate of 15 per cent applicable on the first $25,000 of taxable income, a rate of 18 per cent applicable to the next $25,000 a rate of 30 per cent applicable to the next $25,000, 40 per cent to the next $25,000 and finally a rate of 46 per cent applicable to all income over $100,000. The marginal rate is more relevant for most decisions. For example, if a corporation was considering an investment that would increase its income from $65,000 to $70,000 each year, the increase in income would be (1-0.3) X $5,000. The larger a corporation’s taxable income, the closer its average tax rate comes to the higher marginal rate. Overall such corporations pay taxes equal to virtually the largest marginal rate (46 per cent).
For tax purposes, corporate income is defined as revenue minus expenses. The problems arise in measuring these two elements. The most dramatic instance of this difficulty concerns depreciation of assets. If a corporation buys a computer for $1 million, it is entitled to eventually charge off this cost as a deductible expense when computing taxable income. On 46 per cent rate, this represents an eventual tax saving of $460,000. The sooner the cost can be written off, the greater the benefit to the company. For the purpose of reporting corporate income to the IRS, assets are grouped into four broad classes. Automobiles and research equipment are considered three-year property, most business equipment is considered five-year property, buildings are usually considered as fifteen-year property.
Another vexing problem associated with the measurement of corporate income concerns the cost of inventory sold during the year. This arises when prices are changing fairly rapidly and a company holds inventory for long periods. To take a fairly simple case, imagine a retailer of sailboats. At the start of the year he has 100 in stock, all purchased for $10,000 each. During the year he takes delivery of 100 more but must pay $11,000 each, ending with 90 in stock. The boats are sold for $15,000 each. What was his income?
The question concerns the relevant cost of the 110 boats that were sold and of the 90 that remain. The firm may have sold all the ‘old’ boats first, or all the ‘new’ boats, or a mixture of the two. An accountant may assume any of the above combinations without regard to the actual facts of the situation.
The impact of different inventory valuation methods is illustrated in such a way: When prices have been rising, the LIFO method will permit a corporation to charge more to cost in the present and less in the future. This will lower taxes in the present and raise them in the future. However before 1990 many companies used the LIFO method, suggesting that in times of moderate inflation many managers were willing to sacrifice some real benefits to improve the appearance of their company’s financial statements.
In all cases, investors should examine depreciation and inventory procedures carefully when assessing the profitability of a company.
Types of business organization in the United Kingdom
The simplest form of business organization is the sole trader or sole proprietor – one person who provides the capital (the money needed to start), has complete control of the business, keeps all profit ( or bears the loss), and has unlimited liability. It is not necessary to publish the accounts and there are no special legal requirements except that the name of the business must be registered if it is different from the owner’s name. It is easy to start this type of business, but it can be difficult to compete with large firms, and difficult to raise money for expansion. When people open small shops, or work for themselves as plumbers, decorators and so on, they are usually sole proprietors. These are ‘one-man business’ but they can, of course, employ others.
The amount of money available for investing in a business can be increased by forming a partnership of at least two people, who all contribute capital to the business and share the profit in agreed proportions. Like sole proprietors, partnerships have unlimited liability and there are no special legal requirements. Professional people such as doctors, accountants and solicitors often form partnerships.
Private limited company (PLC) has at least two but usually not more than fifty members who provide the capital which is divided into shares. A private limited company is controlled by a Board of Directors elected by the shareholders – one share, one vote. Shares can be transferred only with the agreement of other shareholders and cannot be offered for sale to the general public. The profit is distributed to the shareholders in proportion to the number of shares they own. A private limited company has limited liability and this is indicated by the letters LTD after its name. There are several legal requirements, including the submission of a Memorandum of Association and other documents to the Registrar of Companies when the company is set up, and the publication of annual accounts. Many medium sized companies in manufacturing and retailing are of this type. They do not usually become very large since they must obtain capital for expansion either from the profits or by borrowing from a bank.
Sometimes a private limited company becomes a Public limited company, which must put the letters PLC after its name. A PLC has at least two members but no maximum since it can offer its shares for sale to the public and may, therefore, have hundreds of thousands of shareholders, who have one vote for each share they own. Like private limited companies, PLCs have limited liability, must have a Memorandum of Association, publish their accounts and are subject to many legal requirements as set out in the Companies Act, 1995. The shareholders are the owners of the company and elect the Board of Directors who controls it. Shareholders cannot sell their shares back to the company but they can sell their shares to people who wish to buy on the Stock Exchange. The price of shares will go up of the PLC is making good profits and will go down if it is not doing so well. That part of the profit which is not re-invested in the company is paid out to shareholders as a dividend. It is possible for anyone who succeeds in buying 51% of the shares to gain control of a PLC.
IV. Match the equivalents:
V. There are four main types of legally constituted company. Each type of company has different characteristics. Tick the correct characteristics for each business type, or write ‘possibly’ if the characteristic could apply:
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