关于 Guaranteed Payments
的译法
何季明
2013年8月26日
在一些涉及公司章程和招股类的文件翻译中可能会碰到“Guaranteed
Payments”这个词，从字面上理解“保证的款项”或“经担保的付款”等等。大概查了一下，这个词应该涉及公司法的内容：
1.
解释。
“Guaranteed
Payments” shall mean payments that are guaranteed to be made
to a partner irrespective of whether the partnership makes a profit
or not. Guaranteed payments to partners are made to ensure that
partners are compensated for specific contributions they make to a
partnership, whether in the form of goods or services. This
eliminates the risk of their making personal contributions of time
or property for which they are never paid if the partnership is not
successful.
Guaranteed payments essentially function as a
form of salary for partners. This income may be subject to
self-employment tax, depending on the terms of payment. Guaranteed
payments are considered first-priority distributions and will be
paid out even if the partnership is losing
money.
2.
例句。
（1）
Specifically, payments to an owner, on account of
his ownership interest, reduce the owner's tax basis in the LLC. In
contrast, payments to an owner for guaranteed payments do not cause
a reduction in tax basis, because these payments are made to an
owner other than in his capacity as an owner (i.e., as an employee,
lender or lessor).
（2） A lower tax basis will mean higher taxable gain
when the equity interest is later sold. Thus, usually, it is better
to structure salary, loan and lease payments as guaranteed
payments.
（3） For U.S. federal income tax purposes the Company
intends to treat the Preferred Units as debt
instruments. To the extent that Preferred Unit
Holders are treated as members of the Company, the Preferred Return
Payments will be treated as “guaranteed
payments” to members as that term is defined in Code Section
707(c).
从上面的解释来看，译成“保证的报酬”应该是可以接受的。
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