1.
Corporate law
–
Corporate law is the practice or study of how shareholders, directors, employees, creditors, and other stakeholders such as consumers, the community, and the environment interact with one another. Corporate law is a part of a broader companies law, other types of business associations can include partnerships, or trusts, or companies limited by guarantee. Under corporate law, corporations of all sizes have separate legal personality, shareholders control the company through a board of directors which, in turn, typically delegates control of the corporations day-to-day operations to a full-time executive. Corporate law deals with firms that are incorporated or registered under the corporate or company law of a state or their subnational states. Corporate law is divided into corporate governance and corporate finance. The word corporation is generally synonymous with large publicly owned companies in the United States, in United Kingdom, company is more frequently used as the legal term for any business incorporated under the Companies Act 2006. Large scale companies will be PLCs in the United Kingdom and will usually have shares listed on a Stock Market. In British legal usage any registered company, created under the Companies Act 2006 and previous equivalent legislation, is, strictly, such a company is created by the administrative process of registration under the Companies Act as a general piece of legislation. A corporation, in this British sense, can be a corporation sole which consists of an office occupied by one person e. g. the monarch or certain bishops in England. Here, the office is recognized as separate from the individual who holds it, in the United States, a company may or may not be a separate legal entity, and is often used synonymously with firm or business. A corporation may accurately be called a company, however, a company should not necessarily be called a corporation, which has distinct characteristics. According to Blacks Law Dictionary, in America a company means a corporation — or, less commonly, the defining feature of a corporation is its legal independence from the people who create it. If a corporation fails, its shareholders will lose their money, shareholders are not liable for any remaining debts owed to the corporations creditors. This rule is called limited liability, and it is why corporations end with Ltd, in the words of British judge, Walton J, a company is. only a juristic figment of the imagination, lacking both a body to be kicked and a soul to be damned. But despite this, under just about every system in existence and as per international norms, corporations have the same legal rights. Corporations can exercise human rights against real individuals and the state, just as they are born into existence through its members obtaining a certificate of incorporation, they can die when they lose money into insolvency. Corporations can even be convicted of offences, such as fraud. Although some forms of companies are thought to have existed during Ancient Rome and Ancient Greece, with increasing international trade, Royal charters were granted in Europe to merchant adventurers
2.
British Virgin Islands company law
–
The British Virgin Islands has approximately 30 registered companies per head of population, which is probably the highest ratio of any country in the world. Annual company registration fees provide a significant part of Government revenue in the British Virgin Islands, accordingly, company law forms a much more prominent part of the law of the British Virgin Islands than might otherwise be expected. The first companies legislation in the British Virgin Islands was the Companies Act,1884, however the great leap forward for company law in the jurisdiction occurred in 1984 with the passing of the International Business Companies Act,1984. The International Business Companies Act was enormously successful, and resulted in the registration of a number of companies. However, in the early 2000s the British Virgin Islands came under pressure to repeal statutes such as the International Business Companies Act which provided for ring-fenced taxation. The change had little impact on incorporation rates as the British Virgin Islands imposes virtually no form of direct taxation. In the British Virgin Islands, only a licensed registered agent can form a company and it is not possible for a member of the public to do so. The principal reason for this is to reinforce anti-money laundering obligations under the Anti-Money Laundering, any person who wishes to form a registered company must do so through a licensed agent, and the agent is required to obtain client due diligence to comply with the regulations. Almost all companies formed in the British Virgin Islands are now registered under the BVI Business Companies Act, in addition there are a small number of statutory corporations, most of which serve some kind of public function. All segregated portfolio companies are required to include the designation within their name, a restricted purpose company is a special type of company intended for use in bankruptcy remote bond issues, and which only has limited corporate capacity to undertake certain specific purposes. Slightly unusually, in the British Virgin Islands the formation of a company does not involve the issuing of subscriber shares, accordingly, when a company is incorporated it initially has no members. The registered agent has a power to appoint the first directors of the company. However, until the first shares are issued the directors are personally liable for anything which they do in the name of the company, in the British Virgin Islands a company has separate legal personality from its members. The liability of the members of a company is limited to their shares or the amount of their guarantee, similarly, directors or officers of a company are not normally liable for the companys debts except insofar as they may otherwise be liable for their own conduct or actions. Conversely, the assets of a company are regarded as belonging solely to the company, the corporate constitution of a private company registered under the BVI Business Companies Act consists of the memorandum and articles of association. The memorandum and articles of association of a company are available for inspection at the Companies Registry. Any amendment to the memorandum or articles normally becomes effective when filed at the Companies Registry. In exceptional circumstances the court has power to order that an amendment should take effect at an earlier date, however shareholders agreements are not publicly filed in the British Virgin Islands
3.
United States corporate law
–
United States corporate law regulates the governance, finance and power of corporations in US law. The US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice, twenty-four states follow the Model Business Corporation Act, while New York and California are important due to their size. At the Declaration of Independence, corporations had been unlawful without explicit authorization in a Royal Charter or an Act of Parliament of the United Kingdom, since the worlds first stock market crash corporations were perceived as dangerous. Corporations were only thought to be legitimate in specific industries that could not be managed efficiently through partnerships, after the US Constitution was ratified in 1788, corporations were still distrusted, and were tied into debate about interstate exercise of sovereign power. The First Bank of the United States was chartered in 1791 by the US Congress to raise money for the government and it had private investors, but faced opposition from southern politicians who feared federal power overtaking state power. So, the First Banks charter was written to expire in 20 years, State governments could and did also incorporate corporations through special legislation. In 1811, New York became the first state to have a simple registration procedure to start corporations for manufacturing business. It also allowed investors to have limited liability, so if the enterprise went bankrupt investors would lose their investment. An early US Supreme Court case, Trustees of Dartmouth College v Woodward, States quickly reacted by reserving the right to regulate future dealings by corporations. Generally speaking, corporations were treated as persons with separate legal personality from its shareholders, directors or employees. Over the late 19th century, more and more states allowed free incorporation of businesses with a registration procedure. Many corporations would be small and democratically organized, with one-person, one-vote, no matter what amount the investor had, however, the dominant trend led towards immense corporate groups where the standard rule was one-share, one-vote. At the end of the 19th century, trust systems were used to concentrate control into the hands of a few people, or a single person. By the end of the First World War, it was perceived that ordinary people had little voice compared to the financial oligarchy of bankers. In particular, employees lacked voice compared to shareholders, but plans for an industrial democracy did not become widespread. Through the 1920s, power concentrated in fewer hands as corporations issued shares with voting rights. This practice was halted in 1926 by public pressure and the New York Stock Exchange refusing to list non-voting shares, New shareholders had no power to bargain against large corporate issuers, but still needed a place to save. Before the Wall Street Crash of 1929, people were being sold shares in corporations with fake businesses, as accounts, the Wall Street Crash saw the total collapse of stock market values, as shareholders realized that corporations had become overpriced
4.
United Kingdom company law
–
The United Kingdom company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary legal vehicle to organise and run business. Tracing their modern history to the late Industrial Revolution, public companies now employ more people, Company law, or corporate law, can be broken down into two main fields. Corporate governance in the UK mediates the rights and duties among shareholders, employees, since the board of directors habitually possesses the power to manage the business under a company constitution, a central theme is what mechanisms exist to ensure directors accountability. UK law is shareholder friendly in that shareholders, to the exclusion of employees, the general meeting holds a series of minimum rights to change the company constitution, issue resolutions and remove members of the board. In turn, directors owe a set of duties to their companies, Directors must carry out their responsibilities with competence, in good faith and undivided loyalty to the enterprise. If the mechanisms of voting do not prove enough, particularly for minority shareholders, directors duties, of central importance in public and listed companies is the securities market, typified by the London Stock Exchange. Through the Takeover Code the UK strongly protects the right of shareholders to be treated equally and freely trade their shares, Corporate finance concerns the two money raising options for limited companies. Equity finance involves the method of issuing shares to build up a companys capital. Debt finance means getting loans, usually for the price of an annual interest repayment. Creditors are also, to some extent, protected by courts power to set aside unfair transactions before a company goes under, if a company is unable to pay its debts as they fall due, UK insolvency law requires an administrator to attempt a rescue of the company. If rescue proves impossible, a companys life ends when its assets are liquidated, distributed to creditors, if a company becomes insolvent with no assets it can be wound up by a creditor, for a fee, or more commonly by the tax creditor. Company law in its modern shape dates from the mid-19th century, in medieval times traders would do business through common law constructs, such as partnerships. Whenever people acted together with a view to profit, the law deemed that a partnership arose, early guilds and livery companies were also often involved in the regulation of competition between traders. As England sought to build a mercantile Empire, the government created corporations under a Royal Charter or an Act of Parliament with the grant of a monopoly over a specified territory, the best known example, established in 1600, was the British East India Company. Queen Elizabeth I granted it the right to trade with all countries to the east of the Cape of Good Hope. Corporations at this time would act on the governments behalf. A similar chartered company, the South Sea Company, was established in 1711 to trade in the Spanish South American colonies, in fact the Spanish remained hostile and let only one ship a year enter
5.
Cooperative
–
Cooperatives frequently have social goals which they aim to accomplish by investing a proportion of trading profits back into their communities. As an example of this, in 2013, retail co-operatives in the UK invested 6. 9% of their profits in the communities in which they trade as compared with 2. 4% for other rival supermarkets. The International Co-operative Alliance was the first international association formed by the cooperative movement and it includes the World Council of Credit Unions. A second organization was formed later in Germany, the International Raiffeisen Union, in the United States, the National Cooperative Business Association serves as the sectors oldest national membership association. It is dedicated to ensuring that cooperative businesses have the same opportunities as other businesses operating in the country, a U. S. National Cooperative Bank was formed in the 1970s. By 2004, a new association focused on worker co-ops was founded, since 2002 cooperatives and credit unions could be distinguished on the Internet by use of a. coop domain. Since 2014, following International Cooperative Alliances introduction of the Cooperative Marque, ICA cooperatives, cooperation dates back as far as human beings have been organizing for mutual benefit. Tribes were organized as cooperative structures, allocating jobs and resources among each other, in alpine environments, trade could only be maintained in organized cooperatives to achieve a useful condition of artificial roads such as Viamala in 1472. Pre-industrial Europe is home to the first cooperatives from an industrial context, in 1761, the Fenwick Weavers Society was formed in Fenwick, East Ayrshire, Scotland to sell discounted oatmeal to local workers. Its services expanded to include assistance with savings and loans, emigration and education, owen left New Lanark to pursue other forms of cooperative organization and develop coop ideas through writing and lecture. Cooperative communities were set up in Glasgow, Indiana and Hampshire, in 1828, William King set up a newspaper, The Cooperator, to promote Owens thinking, having already set up a cooperative store in Brighton. The Rochdale Society of Equitable Pioneers, founded in 1844, is considered the first successful cooperative enterprise, used as a model for modern coops. A group of 28 weavers and other artisans in Rochdale, England set up the society to open their own store selling food items they could not otherwise afford, within ten years there were over a thousand cooperative societies in the United Kingdom. Other events such as the founding of a society by the Tolpuddle Martyrs in 1832 were key occasions in the creation of organized labor. Cooperatives traditionally combine social benefit interests with capitalistic property-right interests, Cooperatives achieve a mix of social and capital purposes by democratically governing distribution questions by and between equal by not controlling members. Democratic oversight of decisions to equitably distribute assets and other benefits means capital ownership is arranged in a way for social benefit inside the organization, external societal benefit is also encouraged by incorporating the operating-principle of cooperation between co-operatives. In the final year of the 20th century, cooperatives banded together to establish a number of social enterprise agencies which have moved to adopt the cooperative model. In the years 1994–2009 the EU and its member nations gradually revised national accounting systems to make visible the increasing contribution of social economy organizations, the roots of the cooperative movement can be traced to multiple influences and extend worldwide
6.
Joint-stock company
–
A joint-stock company is a business entity in which different stocks can be bought and owned by shareholders. Each shareholder owns company stock in proportion, evidenced by their shares and that allows for the unequal ownership of a business with some shareholders owning more of a company than others. Shareholders are able to transfer their shares to others without any effects to the existence of the company. In modern-day corporate law, the existence of a company is often synonymous with incorporation. Therefore, joint-stock companies are known as corporations or limited companies. Some jurisdictions still provide the possibility of registering joint-stock companies without limited liability, in the United Kingdom and other countries that have adopted its model of company law, they are known as unlimited companies. In the United States, they are simply as joint-stock companies. Ownership of stock refers to a number of privileges. The company is managed on behalf of the shareholders by a board of directors, the shareholders also vote to accept or reject an annual report and audited set of accounts. Individual shareholders can sometimes stand for directorships within the company if a vacancy occurs, the shareholders are usually liable for any of the company debts that extend beyond the companys ability to pay. Meanwhile, the limit of their liability extends only to the value of their shareholding. The concept of limited liability largely accounts for the success of this form of business organization, ordinary shares entitle the owner to a share in the companys net profit. It is calculated in the way, the net profit is divided by the total number of owned shares, producing a notional value per share. An individuals share of the profit is thus the dividend multiplied by the number of shares owned, finding the earliest joint-stock company is a matter of definition. The earliest records of joint stock company can be found in China during the Song Dynasty, the Swedish company Stora has documented a stock transfer for an eighth of the company as early as 1288. In more recent history, the earliest joint-stock company recognized in England was the Company of Merchant Adventurers to New Lands, muscovy Company, which had a monopoly on trade between Moscow and London, was chartered soon after in 1555. The Royal Charter effectively gave the newly created Honourable East India Company a 15-year monopoly on all trade in the East Indies. The Company transformed from a trading venture to one that ruled India and exploited its resources, as it acquired auxiliary governmental and military functions
7.
Societas Europaea
–
A societas Europaea is a public company registered in accordance with the corporate law of the European Union, introduced in 2004 with the Council Regulation on the Statute for a European Company. Such a company may more easily transfer to, or merge with companies in, other member states. ON, Fresenius, LVMH Moët Hennessy Louis Vuitton, SAP, Schneider Electric, national law continues to supplement the basic rules in the Regulation on formation and mergers. The European Company Regulation is complemented by an Employee Involvement Directive that sets rules for participation by employees on the board of directors. There is also a statute allowing European Cooperative Societies, formation of a joint subsidiary is available under the same circumstances to any legal entities governed by public or private law. The registered office of the SE designated in the statutes must be the place where it has its central administration, the order of precedence of the laws applicable to the SE is clarified. The registration and completion of the liquidation of an SE must be disclosed for information purposes in the Official Journal of the European Communities, every SE must be registered in the State where it has its registered office, in a register designated by the law of that State. The Statutes of the SE must provide as governing bodies the general meeting of shareholders and either a management board, under the two-tier system the SE is managed by a management board. The member or members of the management board have the power to represent the company in dealings with third parties and they are appointed and removed by the supervisory board. No person may be a member of both the management board and the board of the same company at the same time. But the supervisory board may appoint one of its members to exercise the functions of a member of the management board in the event of absence through holidays, during such a period the function of the person concerned as a member of the supervisory board shall be suspended. Under the single-tier system, the SE is managed by an administrative board, the member or members of the administrative board have the power to represent the company in dealings with third parties and in legal proceedings. Under the single-tier system the board may delegate the power of management to one or more of its members. It may not be less than 5% nor more than 25%, in tax matters, the SE is treated the same as any other multinational, i. e. it is subject to the tax regime of the national legislation applicable to the company and its subsidiaries. SEs are subject to taxes and charges in all states where their administrative centres are situated. Thus, their tax status is not perfect as there is no adequate harmonization at European level. Winding-up, liquidation, insolvency, and suspension of payments are in large measure to be governed by national law, Council Regulation No 2157/2001 of 8 October 2001 on the Statute for a European company. Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees, see also, Europas collection of press releases, regulations, directives and FAQs on the European Company Statute. UK Statutory Instrument 2004 No.2326, the regulations are available in full text on the HMSO website
8.
Corporation
–
A corporation is a company or group of people authorized to act as a single entity and recognized as such in law. Early incorporated entities were established by charter, most jurisdictions now allow the creation of new corporations through registration. Corporations chartered in regions where they are distinguished by whether they are allowed to be for profit or not are referred to as for profit and not-for-profit corporations, there is some overlap between stock/non-stock and for profit/not-for-profit in that not-for-profit corporations are always non-stock as well. A for profit corporation is almost always a stock corporation, registered corporations have legal personality and are owned by shareholders whose liability is limited to their investment. Shareholders do not typically actively manage a corporation, shareholders instead elect or appoint a board of directors to control the corporation in a fiduciary capacity, in American English, the word corporation is most often used to describe large business corporations. In British English and in the Commonwealth countries, the company is more widely used to describe the same sort of entity while the word corporation encompasses all incorporated entities. In American English, the company can include entities such as partnerships that would not be referred to as companies in British English as they are not a separate legal entity. Despite not being human beings, corporations, as far as the law is concerned, are legal persons. Corporations can exercise human rights against real individuals and the state, Corporations can be dissolved either by statutory operation, order of court, or voluntary action on the part of shareholders. Corporations can even be convicted of offenses, such as fraud. However, corporations are not considered living entities in the way humans are. While not a corporation, this new type of entity became very attractive as an alternative for corporations not needing to issue stock, in Germany, the organization was referred to as Gesellschaft mit beschränkter Haftung or GmbH. In the last quarter of the 20th Century this new form of organization became available in the United States and other countries. Since the GmbH and LLC forms of organization are technically not corporations they will not be discussed in this article, the word corporation derives from corpus, the Latin word for body, or a body of people. By the time of Justinian, Roman law recognized a range of corporate entities under the names universitas and these included the state itself, municipalities, and such private associations as sponsors of a religious cult, burial clubs, political groups, and guilds of craftsmen or traders. Such bodies commonly had the right to own property and make contracts, to receive gifts and legacies, to sue and be sued, private associations were granted designated privileges and liberties by the emperor. Entities which carried on business and were the subjects of rights were found in ancient Rome. In medieval Europe, churches became incorporated, as did local governments, such as the Pope, the point was that the incorporation would survive longer than the lives of any particular member, existing in perpetuity
9.
Cayman Islands company law
–
Cayman Islands company law is primarily codified in the Companies Law, and to a lesser extent in the Securities and Investment Business Law. The Cayman Islands is a leading Offshore Financial Centre, and financial services forms a significant part of the economy of the Cayman Islands, accordingly company law forms a much more prominent part of the law of the Cayman Islands than might otherwise be expected. There are broadly two types of company in the Cayman Islands, the first, and more prevalent, are companies formed under the Companies Law. Such companies may be formed as ordinary resident companies, ordinary non-resident companies, exempted companies, the second is limited liability companies formed under the Limited Liability Companies Law,2016. LLCs are a form of hybrid between companies and partnerships, in practice, companies are almost invariably formed by professional trust companies rather than members of the public. Under the Companies Law it is possible to register companies as either a limited by shares or a company limited by guarantee. A company limited by guarantee may also be incorporated with a share capital, in practice the vast majority of companies are incorporated as companies limited by shares. Where a company will carry out its business principally outside of the Cayman Islands and this broadly replicates the International Business Company concept from other jurisdictions, except that in relation to exempt companies, there is no tax saving. The main benefit of registering as a company is that exempt companies do not need to file accounts. Exempted companies can also be registered as limited companies, or as special economic zone companies. In the Cayman Islands company may also further be registered specifically as segregated portfolio company, a segregated portfolio company is a company which segregates the assets and liabilities of different classes of shares from each other and from the general assets of the company. All segregated portfolio companies are required to include the designation SPC or “Segregated Portfolio Company” in full within their name, in the Cayman Islands a company has separate legal personality from its members ). The liability of the members of a company is limited to their shares or the amount of their guarantee, similarly, directors or officers of a company are not normally liable for the companys debts except insofar as they may otherwise be liable for their own conduct or actions. Conversely, the assets of a company are regarded as belonging solely to the company, the corporate constitution of a private company registered under the Companies Law consists of the memorandum and articles of association. Companies may adopt the form of Articles set out in Schedule 1 to the Companies Law. The memorandum and articles of association of a company are filed with the Companies Registry but are not available for public inspection, any amendment to the memorandum or articles normally becomes effective upon the passing of the special resolution. The company is required to file the special resolution with the Companies Registry. Once adopted, the memorandum and articles bind the company and each member of the company as if they had executed by the same under seal
10.
Limited liability partnership
–
A limited liability partnership is a partnership in which some or all partners have limited liabilities. It therefore exhibits elements of partnerships and corporations, in an LLP, one partner is not responsible or liable for another partners misconduct or negligence. This is an important difference from the traditional unlimited partnership under the Partnership Act 1890, in each partner has joint. In an LLP, some partners have a form of limited liability similar to that of the shareholders of a corporation, in some countries, an LLP must also have at least one thing called as a general partner with unlimited liability. Unlike corporate shareholders, the partners have the right to manage the business directly, in contrast, corporate shareholders have to elect a board of directors under the laws of various state charters. The board organizes itself and hires corporate officers who then have as corporate individuals the legal responsibility to manage the corporation in the corporations best interest, a LLP also contains a different level of tax liability from that of a corporation. As a result, in countries, the LLP is more suited for businesses in which all investors wish to take an active role in management. In Nigeria, limited liability partnerships have legal personality, however, one must register a partnership first before it can gain the status of limited liability partnership. For a fuller country-by-country listing of types of partnerships and companies, All provinces, except Yukon, Prince Edward Island and Nunavut, have permitted LLPs for lawyers and accountants. In British Columbia, the Partnership Amendment Act,2004 permitted LLPs for lawyers, in China, the LLP is known as a Special general partnership. The organizational form is restricted to knowledge-based professions and technical service industries, the structure shields co-partners from liabilities due to the willful misconduct or gross negligence of one partner or a group of partners. The German Partnerschaftsgesellschaft or PartG is an association of non-commercial professionals, though not a corporate entity, it can sue and be sued, own property and act under the partnerships name. Another exception possible since 2012 is a Partnerschaftsgesellschaft mbB where all liabilities from professional misconduct are limited by the partnerships capital, the Partnerschaftsgesellschaft is not subject to corporate or business tax, only its partners respective income is taxed. An LLP is an equivalent to the Greek ΕΠΕ. In an ΕΠΕ the partners own personal shares that can be sold by a partner only when all other partners agree, the business management can be exercised either directly by the board of partners or by a General Manager. In the aspect of liability, an ΕΠΕ is identical to an LLP, in Hungary, LLP is equivalent to the Hungarian Betéti Társaság which must have at least two members, at least one must have unlimited liability and at least one must have limited liability. BTs have no legal personhood under Hungarian law, the Limited Liability Partnership Act 2008 was published in the official Gazette of India on 9 January 2009 and has been notified with effect from 31 March 2009. However, the Act, has been notified with limited sections only, the rules have been notified in the official gazette on 1 April 2009
