53 Pages Posted: 15 May 2017 Last revised: 22 May 2017
Date Written: May 15, 2017
Tax transparent limited liability entities (TTLLEs) such as the GmbH & Co. KG in Germany, the trading trust in Australia, or the S Corporation and the LLC in the U.S., have become close to ubiquitous among developed economies. While these entities to a large extent are functionally equivalent, their underlying legal mechanics are very different. The article traces the convergent evolution of six TTLLEs in five jurisdictions along three different paths and describes central determinants of path dependencies. It demonstrates that the demand for TTLLEs is universal and that their availability reduces distortions caused by a traditional tax system. Furthermore, the article argues that the often reviled distortive influence of tax law on the choice of business entity, which drove the evolution of TTLLEs, sparked innovations in the law of business organisations that would probably not have occurred otherwise, or only much later. Finally, the article recommends making transparent taxation and entity taxation optionally available to all types of business entities, and to carefully rationalise the organisational law of TTLLEs while maintaining the diversity of forms that has evolved.
Keywords: Limited Liability, Transparent Taxation, Business entities, Entity forms, Entity rationalization, GmbH & Co. KG, LLC, LLP, S Corporation, Trading trust, SARL, société en commandite
JEL Classification: K11, K12, K15, K22, K34
Suggested Citation: Suggested Citation
Röder, Erik, Combining Transparent Taxation and Limited Liability: Lessons from the Convergent Evolution of GmbH & Co. KG, S Corporation, LLC and Co. (May 15, 2017). Working Paper of the Max Planck Institute for Tax Law and Public Finance No. 2017-3. Available at SSRN: https://ssrn.com/abstract=2968296