Allied Toys Inc. (2008)

Résumé du document

Allied Toys, Inc is a company based in NY, USA. Its activities are the development, manufacture and marketing of "high tech toys". Some of these toys embody new inventions that are protected by a US patent. The production of the toys will be outsourced to China and the toys will be directly shipped from China to the Republic of Utopia, by the distributor based in the Republic of Utopia. Allied Toys Inc will take care of the transportation and the distributor will clear the goods with the local customs service. But 50% of the customs duties and costs will be re-invoiced to Allied Toys. The trade name has to be protected as well, it will be KODIAK. Allied Toys, Inc plan to be the leader in the markets of the Republic of Utopia. It's found a well connected local company. The country suffers of corruption especially in the bureaucracy so the delivery of the paperwork by customs can take time. But the distributor will be able to help Allied Toys, Inc. for the starting of the business and afterward a better way to commercialize the products will be the implementation of a subsidiary.

Extraits

[...] The liability of members is limited to the amount of capital they have invested. However, their liability may be extended in the following cases: the case of S.A.R.L. whose capital is relatively small, banks and credit institutions may be obliged to call for personal guarantees from the company management, and sometimes even of the principal members or shareholders, in order to protect advances granted to the company. Furthermore, in the case of administration or winding up of the company by the court, the liability of the de jury and de facto management, and in some cases, of the main shareholders, may be invoked.” This for mist limited to 7 stakeholders and the shares are not commercialized in the stock exchange. [...]

[...] The management board is one or several gerents but it is less complicated as S.A. or unlimited Corporation. About the auditor, an appointment with an auditor is optional. It will be mandatory only if Allied Toys attains or exceeds certain thresholds relating to the balance sheet total the turnover and the average number of employees. That means that will be a saving for the company and that the accounts are no subject to control. This type of organization has to have at least one general partner with unlimited responsibility for unsatisfied obligations of entity. [...]

[...] They are: Payments that facilitate or expedite routine government actions such work permits or clearing goods from customs ; payment that are legal under the written laws of the host country bona fide expenditures (the reimbursement of travel and lodging expenses) incurred for the promotion, demonstration, or explanation of products and services of the U.S. business interest So the speed money in this case is allowed. That means that Allied Toys is able to use of bribery for its interests and to accelerate the delivery of the paperwork. 5.Exclusivity right An exclusive distribution agreement between Allied Toys Inc and the distributor will be signed. It has to define the way of collaboration between the two parts. [...]

[...] Finaly, the product distribution in the utopian market touched the question of exclusivity and to the form of organization of the subsidiary. It may usefull to pay attention on the exclusivity right of the distributor and in the same time to considered the better way to implant the utopian Atlley Toys subsidiary. [...]

[...] So the limited partners can escape from this liability. Concerning the profits or losses, this form of organization can allow a high flexibility because it can have a multiple classes of interest. For the SARL, all employee options are problematic because these options should trigger taxable gain to existing owners. About the limitation of equities ownership, it has no limits on who can own interests. The foreign investors will not receive any interests, only they are willing to file taxes return, or unless the entity's activities are limiting to invest in stocks and securities. [...]