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An unlimited liability corporation (ULC) is a Canadian corporation designation, wherein shareholders are liable up to unlimited amounts for any liability, act or default of the corporation. By comparison, in most corporations, shareholders are not usually liable due to a limited liability model. ULCs can be used by American corporations for tax planning, as ULCs are treated as corporations for Canadian tax purposes but as flow-through entities for American tax purposes. Unlimited liability corporations have been abolished in Canadian corporate law in most Canadian jurisdictions, but they still exist in three provinces: : * Alberta,〔(【引用サイトリンク】url = http://www.qp.alberta.ca/1266.cfm?page=B09.cfm&leg_type=Acts&isbncln=9780779746811&display=html )〕 : * Nova Scotia,〔(【引用サイトリンク】url = http://nslegislature.ca/legc/statutes/companie.htm )〕 and : * British Columbia.〔(【引用サイトリンク】url = http://www.bclaws.ca/EPLibraries/bclaws_new/document/ID/freeside/02057_03 )〕 ==Usefulness in foreign direct investments by US corporations== ULCs have commonly been used by US companies investing in Canada on a greenfield basis or through corporate acquisitions of Canadian entities or assets, especially if those Canadian assets or operations are expected to generate business losses. This became especially significant after the 1997 introduction of the entity classification rules in the US Internal Revenue Code which provided that: In essence, the ULC can act as a “flow-through” or “disregarded” entity for US tax purposes as the US tax rules “look through” the ULC to its shareholder(s). In contrast, the ULC is treated as a corporation, and is subject to tax at the corporate level, for Canadian tax purposes. Nova Scotia had been the last of the Canadian jurisdictions to allow the incorporation of such corporations at that time. Since then, Alberta allowed such formations in 2005, followed by British Columbia in 2007, to take advantage of this niche provided by US tax law. 抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』 ■ウィキペディアで「Unlimited liability corporation」の詳細全文を読む スポンサード リンク
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