Darcie and Taylor's business continues to be quite successful and profitable. Taylor has another idea for a business. Taylor wants to delve into professional racing. This new business will be quite risky, and Darcie does not wish to have liability for the racing company. Taylor is more interested and willing to take on the risk, but still wants Darcie to be involved as a "silent investor." Darcie and Taylor strike a deal where Darcie will be employed as the manager of the garage and receive a significant salary, and Darcie will invest in Taylor's racing business. The racing business will likely have losses and not profits for some time. Darcie and Taylor consult their lawyer and an accountant in order to determine the structure of the new racing business. They tell the lawyer that Darcie wishes to be protected from liability and will not be involved in managing the affairs of the racing business, and Taylor will manage the racing business and accept the liability. The accountant suggests that there may be a way for Darcie to use the losses of the racing business to offset the increased income from the garage, in order to reduce Darcie's tax burden. 

2. What form of business organization would the lawyer and accountant likely recommend to Darcie and Taylor for the new racing business?
4. How is the type of business organization recommended in question a. above formed, and what are its legal characteristics?
6. If Darcie and Taylor both wanted to engage in participating in managing the racing business, but only wanted to take on liability for their own actions, while also being able to use any losses from the operations of the business to offset other income, and they were located in British Columbia or in another province in which (hypothetically) racing cars was a "qualifying profession," what form of business organization could they use? What is the difference between this form and the form recommended in question a. above?
8. In either type of business organization discussed in the questions of this fact pattern, what kind of agreement could Darcie and Taylor enter into with respect to the business organization in order to govern their relationship, and what are some of the general topics such agreements contain?

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