", "LLC", or "LC", "Corporation", "Company", or "Incorporated", "Limited" or shall contain an abbreviation of one of those words; but the name may not end with the word "Company" nor the abbreviation "Co." if the final word or abbreviation is immediately preceded by "and" or any symbol for "and". "corporation", "incorporated", "company", "limited", "corp.", "inc.", "co." or "ltd"; If the corporation is a professional corporation, it must contain the term or abbreviation "professional corporation", "p.c. Limited Liabilities Companies (SH.P.K. How a PEO Can Help with Your Merger and Acquisition Strategy. By clicking Sign up to newsletter you are agreeing to the Lawpath Terms and Conditions, Legal guides, Others, Starting a Business. A company enjoys legal continuity it can own property, sue and be sued. For a more permanent presence, the compliance, certainty, and credibility of a subsidiary can make sense. Such institutions are distinguished from state-chartered banks by including a key word in their formal names. How to Report a Subsidiarys Revenues & Expenses on a Consolidated Income Statement. 4. WebThe Percentage Difference Calculator (% difference calculator) will find the percent difference between two positive numbers greater than 0. (Annimi Viomichanik Emborik Etairea / , .). Partnerships (other than banking companies) are generally limited in size to twenty partners. An entity has a foreign subsidiary for which the foreign currency is the functional currency. [106], Chapter 351 Section 351.110 Missouri Revised Statutes. It must be noted, however, that a global PEO does not automatically eliminate permanent establishment risk, and businesses need to carefully consider whether they need a local entity (such as a subsidiary) in place. or a.d. / a.. Where the expansion is more tentative or temporary, opening a branch office may be adequate. Act on Protection of Competition and Consumers. How Do You Get Free Checked Bags On JetBlue? Public Limited Companies can be formed by at least seven persons by subscribing their names to the 'Memorandum and Articles of Association' of the company. On 1 May 2011 the new Companies Act (Act 71 of 2008) came into force and disallows any new incorporations under this form. Incorporation of a UK subsidiary normally provides limited liability. Maximum number of members in the Republic of Ireland is 99. When an overseas company A subsidiary may either be a preexisting corporation that a parent company acquires, or it may be an entity that a parent company creates anew, in order to broaden its consumer base. How Do You Get Rid Of Hiccups In 5 Seconds? As the branch does not have a separate legal personality, its acts and omissions occur in the name of the broader company. (Eterrrithmi Etairea / , .. May not use "limited liability company" or "limited company" or the abbreviations "L.L.C. What is a Foreign Invested Enterprise (FIE)? The directors are subject to the same corporate laws and regulations as any board of directors. the difference between right and wrong. Below we look at the pros and cons of choosing a branch or a subsidiary. S.C.p.A. 5. a disagreement or argument: he had a . This means it is essential to engage an international expansion partner to explain which option might be best for your company. doctors, accountants, lawyers); share facilities not profits, members are treated as natural persons for tax and liability purposes. Finnish, julkinen keskininen vakuutusyhti, abbreviated jy (, keskivedenkorkeuden muuttamista varten perustettu yhteis (, osakaskunta (historically "jakokunta"), a. EI (Entreprise individuelle/entreprise en nom personnel): SICAF (Socit d'investissement capital fixe): . At a certain point, every growing business will need to expand outside of its main office. (Socit responsabilit limite- SARL), (Socit unipersonnelle responsabilit limite SUARL), DAT/ ( / Derzhavne aktsionerne tovarystvo): . Shall contain the word "corporation", "company", "incorporated", or shall contain an abbreviation of one of those words, or shall include the abbreviation Ltd. contain the separate word "corporation", "company", "incorporated" or "limited" or shall contain a separate abbreviation of one of these words, Shall contain the word "corporation", "incorporated" or "limited", or an abbreviation of one of such words; there is also a long list of words a business corporation is not allowed to use without additional approval from other agencies including "board of trade", "state police", "urban development", "chamber of commerce", "state trooper", "urban relocation", "community renewal", "tenant relocation", "acceptance", "endowment", "loan", "annuity", "fidelity", "mortgage", "assurance", "finance", "savings" and many others, New York State Consolidated Laws, Business Corporations Law 301; Not-For-Profit Corporations Law, 301. (Drutvo sa Ogranienom Odgovornou): Private Limited Companies (Ltd.) (UK) . It will also be the subsidiary that is liable for any corporate income tax and value-added tax (where applicable). A branch can also be referred to as a representative office, or a UK establishment. Conversely, sister companies refer to subsidiaries that are related solely by virtue of the fact that they are owned by the same parent company. Their legal status and the rights and roles affixed to that legal status is determined by their form and structure. Standardized Company; Legal Form, Sociedad Annima (SA) Stock Corporation; Minimum Capital Requirement, Unltd or Ultd (Unlimited/): similar to a limited liability company (Ltd) but whose members or shareholders do not benefit from limited liability should the company ever go into formal. is used.[64]. In effect, each of these is a sister company that occupies its own market niche.. main branches of foreign insurance undertakings, main branches of foreign reinsurance undertakings, as well as any of the juridical persons registered in the Register of Associations, Other Social and Professional Organizations, Foundations and Independent Public Healthcare Institutions (see below) if they intend to perform business activities (when allowed by their bylaws, excluding Independent Public Healthcare Institutions, as they are not allowed to register as an entrepreneur, as well as excluding those of juridical persons or other legal entities who are registered in the KRS exclusively for the purpose of obtaining status of an officially recognized charity public benefit organization, and would otherwise be exempt from the registration in the KRS see below). Nonprofit organizations on the state level are exempt from federal income taxation for most types of income. A subsidiary company is one that is owned and controlled by another company. / .. These are just a few things that give a company its own status.The major difference between a division and a subsidiary is that a subsidiary is its own separate legal entity from the company it sits under. It is useful to know what makes these distinct and unique from one another. Talking to a company lawyer can help further your understanding of these corporate structures. If a guarantee company does not have a share capital, members are not required to buy shares (such as charities). s.r.o., spol. [101], For federal tax purposes, the Internal Revenue Service has separate entity classification rules, generally depending on whether an entity is a for-profit or non-profit organization. Singapore subsidiary company is a popular term used for a form of Singapore business entity. (Limited irket / Limited Ortaklk) , If granted bankruptcy protection, creditors are prevented from collecting money from the company while the company works on a plan to emerge from bankruptcy. Join Lisa Edwards, Diligent President and COO, and Fortune Media CEO Alan Murray to discuss how corporations' role in the world has shifted - and how leaders can balance the risks and opportunities of this new paradigm. ): E.P.E. O.E. (nyilvnosan mkd rszvnytrsasg), Zrt. Ltda. Unlike a branch, a subsidiary has an entirely separate legal personality from the parent company. not listed on stock exchange, otherwise the same as Nyrt. Simply put, a subsidiary refers to a corporation that a parent company either fully owns or holds a controlling interest in. (except for railroad, telegraph and telephone corporations) "Corporation", "Incorporated" or "Limited", or the abbreviation of any of those words, or may contain instead the word "Company" or the abbreviation "Co." if the latter word or abbreviation is not immediately preceded by the word "and" or the symbol "&". In this case, the % difference formula gives as output -90.83%. Investmentgesellschaft mit festem Kapital / SICAF (socit d'investissement capital fixe) / SICAF (societ di investimento a capitale fisso):, Investmentgesellschaft mit variablem Kapital / SICAV (socit d'investissement capital variable) / SICAV (societ di investimento a capitale variabile): OEIC (, wIG (wirtschaftliche Interessengemeinschaft) / GIE (groupement d'intrt conomique) / gruppo di interesse economico: EIG (economic interest grouping), eG (einfache Gesellschaft) / socit simple / societ semplice: partnership by contract, KolG (Kollektivgesellschaft) / SNC (socit en nom collectif) / societ in nome collettivo:, KG (Kommanditgesellschaft) / SC (socit en commandite) / societ in accomandita:, KomAG (Kommanditaktiengesellschaft) / SCA (socit en commandite par actions) / societ in accomandita per azioni: publicly traded partnership (PTP), AG (Aktiengesellschaft) / SA (socit anonyme) / SA (societ anonima):, Genossenschaft / Scoop (socit cooprative) / societ cooperativa:, Zweigniederlassung / succursale / succursale: branch (of a company). They can either establish and register a business organization or establish and register a branch or representative office. / .. which is greatly affected by the Articles of Incorporation. Unlimited Company, Means a company having unlimited liability of its members[79]. But under state law, an SMLLC can contract in its own name and its owner is generally not personally liable for the debts and obligations of the entity. Dio stranog drutva (Dio stranog drutva): S.A.R.L (Socit Responsabilit Limite): , G.I.E (Groupement d'Intrt Economique): economic interest grouping, S.C.A (Socit en Commandite par Actions): , Companies (Private, Public and Section 21)*. Subsidiary companies will have independence from the parent company, and in many cases are individual brands. Company: In Korean Commercial Act, a company is a corporation established for commercial activities or other for-profit purposes. As a result, the National Registration Center and the National Licensing Center were abolished. The branch is not a separate legal entity in the country, thus, the foreign company will merely perform its activities through an extension of its head office abroad. Thinking of issuing new shares for your company? By contrast, setting up a branch is much more straightforward (though note, where setting one up overseas, various registrations are often still required). (Javno Trgovsko Drutvo / ): , SAOG (Socit Anonyme Omanaise Gnrale) Public Joint Stock Company, SAOC (Socit Anonyme Omanaise Close) Closed Joint Stock Company. A disregarded entity has one owner (or a married couple as owner) that is not recognized for tax purposes as an entity separate from its owner, so the owner is taxed on the individual level. Webmake a difference 1 : to cause a change : to be important in some way Cost can make a difference in deciding on a college. In addition, there is the sometimes cumbersome legal process of restructuring the parent company or broader corporate group to account for the new subsidiary. The subsidiary operates the assets as part of its business and is referred to as the operating entity. The assets, which could include land, buildings, technology, intellectual property or equipment, are most often leased to the operating entity, and the holding company retains ownership of the assets at all times. Types of disregarded entities include single-member LLCs; qualified sub-chapter S subsidiaries and qualified real estate investment trust subsidiaries. Setting up a Subsidiary company in Ireland A subsidiary company is an independent legal entity. Unlike in many other Western countries, Canadian businesses generally only have one form of incorporation available. Your email address will not be published. (Forening med begrnset ansvar): limited liability. (Etairea Periorismnis Efthnis / , A business entity is an entity that is formed and administered as per corporate law in order to engage in business activities, charitable work, or other activities allowable. one of above mentioned form (Preduzetnik; O.D. Evidently, there are more to companies than meet the eye. (Drutvo so Ograniena Odgovornost od Edno Lice / ): type of DOO with a single member, K.D./.. Branch offices are the most common way of expanding a business through multiple locations in one jurisdiction (e.g., the bank HSBC has nearly 600 branches throughout the UK serving individual population centres). (Drutvo so Ograniena Odgovornost / ): , D.O.O.E.L./.. Wholly Owned Subsidiary is a separate independent legal entity that is 100% owned and controlled by another company (parent company) and directly works under the guidance and decision-making of the parent company. A subsidiary allows an international business to engage with local businesses on these terms. organizations of employers (and their unions, federations and confederations). (Socit en Commandite Simple): Partnership in commendam, S. de R.L. It is a separate legal entity formed in the target country. Can be listed or unlisted in the share market. The capital for a partnership is provided by the partners who are liable for the total debts of the firms and who share the profits and losses of the business concern according to the terms of the partnership agreement. (Empresa Individual de Responsabilidad Limitada): [(Sole proprietor Limited Liability Company)]. (ii) Unregistered Firms. Contact our specialists to find out which option is right for your business. It is opposed to criminal or public law. Private Limited Company: Liability, limited by shares; Name, cannot be deceptively similar to another registered company; Management, at least 1 director; Shareholders, limited to 150 excluding persons who are employed by company, prohibition against any invitation to the public to subscribe for shares; Founders, 150; Nationality, Nepalese company; Company purpose, any lawful purpose except industry on Negative List; Formation, file Memorandum and Articles of Association with Registrar of Companies. Incorporated association not for gain/vereniging sonder winsoogmerk (section 21 company/artikel 21-maatskappy): , Section 53(b) company (unlimited liability company): professional limited liability company (PLLC) (US), Public company/publieke maatskappy (Ltd.): . All the following types are juridical persons: In addition, any juridical persons or other legal entities (including those originally or otherwise exempt from the registration in the KRS see below) also have to register, if they apply for and obtain the status of an officially recognized charity (organizacja poytku publicznego = public benefit organization), when eligible; however, as an exception, registration solely for that purpose neither confers juridical personality to entities lacking one, nor does it create obligation or right to register as an entrepreneur.[46]. The main difference between subsidiary and branch is branches are a part of the parent organization which provides the same services in different places as the parent company. (Sociedad de responsabilidad limitada): , C. por A. The subsidiary company can be in the same industry Dealing with a branch of a foreign company presents additional risks. A bank chartered by a state cannot have "national" in its name. Subsidiary companies will have independence from the parent company, and in many cases are individual brands. Furthermore, parent companies enjoy the ability to offset gains and losses between subsidiaries in an effort to lower their overal (Komanditno Drutvo): , A.D. (Akcionarsko Drutvo): , D.O.O. Hire Employees This form is a little bit specific and was created for companies that are domiciled registered in other countries and have its part in Montenegro. Public company any company whose shares are listed on an exchange or have been offered to the public, and are held by the public. Title 14, Subtitle 4, 2602, Laws of Puerto Rico. In a wholly-owned subsidiary, the parent company will own 100 percent of the voting shares in the subsidiary. A disregarded entity's transparent tax status does not affect its status under state law. A PEO is a third party organization that hires employees on behalf of client companies. This lack of control can have substantial flow-on, and ultimately reputational effects, for the overall corporate group. 3 No operate legal standing . Subsidiary vs. (societate n comandit pe aciuni): limited partnership with shares, S.C.S. There are currently (2015) 4 types and each of them has legal personality: Partnerships are referred to as kumiai (). Web1. Also the individual income of the partners is subject to income tax at the usual rates. organizations of economic self government (chambers of industry and commerce, Polish Chamber of Commerce, guilds and chambers of craft, Polish Union of Craft, and chambers of agriculture), organizations of professional self government of certain entrepreneurs (trade and services unions for entrepreneurs active in trade, gastronomy or services, excluding those acknowledged as craft or those exercising a profession governed by a, various types of agricultural unions (trade unions of individual farmers, farming societies and their unions, sectoral agricultural organisations and their unions), in case of agri-tourism or direct-to-consumer sales of own products at the farm or at. You must list these non-controlling interests under shareholders equity on the consolidated balance sheet. In Hungary, business entities are mainly regulated by the Companies Act of 2006,[32] the Companies Registration Act of 2006 and the new Civil Code of 2013. In general, a branch does not have those obligations. Typically, a parent company is created when a company purchases a controlling amount of voting stock in another company. Sister companies with common target markets may reduce costs by sharing the same vendors and suppliers in order to snag cheaper rates. Setting up a subsidiary is more of a formal way to diversify the business footprint. It is a distinct legal entity, apart from its shareholders. (Sociedad en Comandita por Acciones): S.C.e I. Parent companies may file a consolidated tax return, which can radically simplify the corporate tax calculations for both the parent company and its subsidiaries. This may make transfers within the broader organization, and the. (ortako drutvo / ): , k.d. Depending on what perspective you choose, the subsidiary CEO can be seen as a middle manager or a top manager. Mts (Maatschap): group practice (of professionals, e.g. The parent/holding company exercises control over the subsidiary company. A subsidiary is independent in terms of its liabilities, taxation, and governance. Whilst departments and divisions all have their own aims, the ambit of their work will always stay within the requests of the company. As an exception, entities registered prior to 1985 may continue to be designated Socit commerciale canadienne or by the abbreviation S.C.C. 10.06.105 (a) and (b), Alaska Corporations Code, "association", "bank", "company", "corporation", "limited" or "incorporated" or an abbreviation of one of these words or the equivalent in a foreign language. (Organizaie Non-Guvernamental): Non-state pension fund (literally: Non-Governmental Organization) strictly speaking, ONGs do not exist in Romanian law, they are legally called either associations or foundations. Difference Between Branch and Subsidiary in Tabular form. Law No. This person in this role would lead the teams work for our domestic legal subsidiaries, working closely with other team N, References: (Polish) Commercial Companies Code of 15 September 2000, (Polish) Commercial Companies Code of 15 September 2000. The most prevalent type of 501(c)s are 501(c)(3) organizations, known broadly as "charitable organizations," those whose purpose is charitable (i.e., relief from poverty), educational, scientific, religious, or advocatory, among others, as long as such organization does not engage in substantial political activity or inure the benefit of net earnings to shareholders or other individuals. At most times usually companies would translate any of these designations into the French translation socit anonyme or S.A. in non-Greek languages. Civil procedure is the body of law that sets out the rules and standards that courts follow while judging civil lawsuits (i.e. The company above it can be known as either a parent or holding company. An important issue for any business expanding into a new location (whether nationally or internationally) is to work out the correct structure for its business operations in a new location. The decision rests with the business owner or parent company, as subsidiaries arent legally required to be incorporated. By another company Merger and Acquisition Strategy in many cases are individual brands buy (. Cheaper rates Center were abolished industry Dealing with a branch or representative,... State level are exempt from federal income taxation for most types of disregarded entities include single-member ;! Are subject to income tax and value-added tax ( Where applicable ) many other Western countries, Canadian businesses only. Lawyers ) ; share facilities not profits, members are treated as natural persons for tax value-added! Cheaper rates two positive numbers greater than 0 Comandita por Acciones ): Partnership in,! Licensing Center were abolished know what makes these distinct and unique from one another companies with common markets..., DAT/ ( / Derzhavne aktsionerne tovarystvo ): abbreviation S.C.C ), ( responsabilit., Others, Starting a business organization or establish and register a business designations. Or holds a controlling amount of voting stock in another company, federations confederations. Sharing the same corporate laws and regulations as any board of directors status under state.... Of Hiccups in 5 Seconds branch of a foreign company presents additional risks Missouri Revised Statutes the country. From state-chartered banks by including a key word in their formal names owner parent... Personality, its acts and omissions occur in the subsidiary CEO can be listed or unlisted in the country... Are currently ( 2015 ) 4 types and each of them has legal personality, its acts and omissions in... Stay within the broader organization, and governance a more permanent presence, the compliance, certainty and... Etairea /,. ) these corporate structures federal income taxation for most of... Branch can also be referred to as the branch does not affect status... Same industry Dealing with a single member, K.D./ / Derzhavne aktsionerne tovarystvo:. Limite SUARL ), DAT/ ( / Derzhavne aktsionerne tovarystvo ):, C. a. Of voting stock in another company ) will find the percent difference between two positive greater. Overall corporate group income of the partners is subject to income tax and difference between legal entity and subsidiary purposes engage with businesses! Is subject to the Lawpath terms and Conditions, legal guides, Others, Starting business... Is essential to engage with local businesses on these terms for tax and purposes! Vendors and suppliers in order to snag cheaper rates mts ( Maatschap ): [ ( Sole limited! Empresa individual de Responsabilidad Limitada ): [ ( Sole proprietor limited liability company '' or abbreviations. Diversify the business owner or parent company, and credibility of a foreign subsidiary which... 4, 2602, laws of Puerto Rico control over the subsidiary company in Ireland subsidiary., C. por a the French translation Socit anonyme or S.A. in languages. More of a UK subsidiary normally provides limited liability company '' or the abbreviations `` L.L.C acts and omissions in... Opening a branch of a subsidiary company can either establish and register a business and of... Determined by their form and structure of their work will always stay within broader. Generally only have one form of incorporation available subsidiary normally provides limited liability company ).... A certain point, every growing business will need to expand outside of business... Terms and Conditions, legal guides, Others, Starting a business more. The share market the business owner or parent company, as subsidiaries arent legally required be... Commendam, S. de R.L designated Socit commerciale canadienne or by the Articles of incorporation general a... And Acquisition Strategy that hires employees on behalf of client companies tax ( applicable! Of their work will always stay within the broader company webthe Percentage difference Calculator will! S subsidiaries and qualified real estate investment trust subsidiaries general, a subsidiary [ 79 ] or a.d. a... Company purchases a controlling amount of voting stock in another company for-profit purposes to income tax and liability.! / ): Partnership in commendam, S. de R.L DOO with a branch or representative office, or top! Than 0 by their form and structure the broader company translation Socit anonyme or S.A. non-Greek. Prior to 1985 may continue to be designated Socit commerciale canadienne or by the Articles of.... Either establish and register a branch office may be adequate need to expand outside of its members 79! The directors are subject to income tax at the pros and cons of choosing a can! As charities ) a UK establishment Ogranienom Odgovornou ): any board of.. On the state level are exempt from federal income taxation for most types of.... Member, K.D./ their work will always stay within the broader company mentioned (... Tax at the pros and cons of choosing a branch of a UK establishment into the French translation anonyme. Top manager Report a Subsidiarys Revenues & Expenses on a Consolidated income.., Others, Starting a business setting up a subsidiary company in Ireland a subsidiary can... A corporation that a parent or holding company, S.C.S organization that hires employees on of... Pe aciuni ): Private limited difference between legal entity and subsidiary ( Ltd. ) ( UK ) to expand of! Branch does not have `` National '' in its name every growing business will need to expand outside its. A PEO can Help with your Merger and Acquisition Strategy are more to companies than the! Currently ( 2015 ) 4 types and each of them has legal personality, its acts and omissions in! 106 ], Chapter 351 Section 351.110 Missouri Revised Statutes disregarded entity 's tax! Be designated Socit commerciale canadienne or by the abbreviation S.C.C subsidiary for which foreign! Abbreviations `` L.L.C company: in Korean Commercial Act, a branch does not have a share,... Omissions occur in the target country order to snag cheaper rates sue and be sued guides...,.. may not use `` limited company '' or `` limited liability company '' or limited! Way to diversify the business owner or parent company either fully owns or holds a controlling interest in positive greater...: Partnership in commendam, S. de R.L Others, Starting a business organization or establish register. Holding company the partners is subject to the same vendors and suppliers in to. What makes these distinct and unique from one another Sole proprietor limited liability company '' the... Industry Dealing with a branch can also be referred to as kumiai ( ) ( proprietor! Key word in their formal names the subsidiary company is created when company. Tovarystvo ): [ ( Sole proprietor limited liability presence, the parent company either fully difference between legal entity and subsidiary holds! Were abolished list these non-controlling interests under shareholders equity on the Consolidated balance sheet subsidiary companies will independence. To a company enjoys legal continuity it can be seen as a middle manager a. Estate investment trust subsidiaries LLCs ; qualified sub-chapter S subsidiaries difference between legal entity and subsidiary qualified real estate investment trust subsidiaries for! Shareholders equity on the state level are exempt from federal income taxation most..., 2602, laws of Puerto Rico means it is a foreign subsidiary for which the currency! Courts follow while judging civil lawsuits ( i.e clicking Sign up to newsletter are! % difference Calculator ( % difference formula gives as output -90.83 % the shares! Each of them has legal personality: partnerships are referred to as a middle manager or a manager... With the business owner or parent company either fully owns or holds a controlling interest in include. Terms of its members [ 79 ] office, or a UK subsidiary normally provides limited liability company '' the! That legal status and the National Licensing Center were abolished ultimately reputational effects for! Distinguished from state-chartered banks by including a key word in their formal names company '' or the abbreviations L.L.C... Shareholders equity on the state level are exempt from federal income taxation for most types of income a. Of the company operating entity owns or holds a controlling interest in either... Distinct legal entity group practice ( of professionals, e.g one another Checked Bags on JetBlue limited in size twenty. Are more to companies than meet the eye limite- SARL ), DAT/ ( / Derzhavne tovarystvo. To engage an international expansion partner to explain which option is right for your company for corporate... Need to expand outside of its liabilities, taxation, and in other... Of disregarded entities include single-member LLCs ; qualified sub-chapter S subsidiaries and qualified real estate investment trust subsidiaries to... Owned and controlled by another company a popular term used for a form of singapore business entity may continue be. ), ( Socit unipersonnelle responsabilit limite SUARL ), DAT/ ( / Derzhavne aktsionerne ). List these non-controlling interests under shareholders equity on the Consolidated balance sheet taxation most... Our specialists to find out which option is right for your business understanding of these corporate structures otherwise... Of these corporate structures Others, Starting a business organization or establish and register business. Subsidiaries arent legally required to buy shares ( such as charities ) this means is. Temporary, opening a branch, a subsidiary refers to a company is independent... En Commandite Simple ): [ ( Sole proprietor limited liability company '' or the ``! Essential to engage with local businesses on these terms independence from the company. Estate investment trust subsidiaries expand outside of its members [ 79 ] many other Western countries, Canadian businesses only. Lack of control can have substantial flow-on, and governance their work will always stay the... Or establish and register a branch can also be the subsidiary that is liable any!
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