1.
Corporate law
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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.
Australian corporate law
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Australian corporations law has historically borrowed heavily from UK company law. Its legal structure now consists of a single, national statute, the statute is administered by a single national regulatory authority, the Australian Securities and Investments Commission. The two federal statutes are the Corporations Act 2001 and Australian Securities and Investments Commission Act 2001, the corporations legislation is administered by the Australian Securities and Investments Commission, which reports to the Treasurer. Since provisions in the Act can frequently be traced back to some pioneer legislation in the United Kingdom, on the settlement of Australia by British colonists in 1788 the power in relation to corporations was controlled by the United Kingdom. As colonies gained independence, and their own parliaments, the power to control corporations passed to these parliaments. Each of the colonies passed laws in relation to the regulation of corporations, laws between states and territories were inconsistent. A later attempt at complex cross-vesting arrangements by the states, territories and it was after this, in 2001, that the current arrangement, where the states refer their power to the Commonwealth in respect of corporations was created. Australian law, like English law, recognises a kind of called the corporation sole. However, there are few cases of such corporations, the sole is excluded from the Australian statutory definition of corporation. A proprietary company, under CA2001 s 45A is one which has the suffix Pty Ltd and this form of business entity has similar characteristics to the Limited Liability Company, or LLC, that is a commonly used term in multiple jurisdictions around the world. Austin J held that it was a responsibility to have functioning financial and audit committees with independent directors, as well as internal review. The ASX Corporate Governance Councils Best Practice Recommendation 2.3 states the CEO, the ASX CGCBPR2.1 states there should be a majority of independent directors, and the chair should be independent. Under ASX CGCBPR8.1, the companies should have a remuneration committee, under ASX CGCBPR4.2 an audit committee should have at least three members, with a majority independent, and be chaired by an independent director, not including the chairman. Australia has strong rules, similar to those found across the Commonwealth, for public companies, under CA2001 section 203D there must be a meeting with two months notice where the director has a right to be heard. For private companies which do not offer shares to the public, and have under 50 shareholders, in Lee v Chou Wen Hsien 1 WLR1202, the Privy Council advised that a private company was permitted to have a provision for directors to remove other directors. Removal from office does not affect a directors claim for breach of contract, under CA2001 s 201H the directors of a public company can make the appointments of other directors. However, unlike the UK, if that happens, those new directors must be confirmed at the general meeting. This rule can be replaced, so it would be possible for a company to require that shareholders make all appointments, the Corporations Act 2001 contains a default rule in section 250E that shareholders have one vote per share
3.
British Virgin Islands company law
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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
4.
Canadian corporate law
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Canadian company law concerns the operation of corporations in Canada, which can be established under either federal or provincial authority. Federal incorporation of corporations is governed by Corporations Canada under the Canada Business Corporations Act. All of the Canadian provinces and territories also have laws permitting the incorporation of corporations within their area of jurisdiction, when it was introduced into UK company law by the Companies Act 1862 as a matter of general application, the Canadian colonies introduced legislation to enable the same locally. In 1914, in John Deere, it was held that the provinces could not interfere with an incorporated company by requiring them to be registered locally in order to conduct business. It was in this manner that the Canadian Pacific Railway was originally formed, the articles of incorporation can provide for different classes of shares. Like most of the Commonwealth and Europe, the one share, one vote principle prevails in public companies, shareholders must elect directors at each annual meeting, and, where the articles are silent, directors remain in office until the annual meeting after their election. There can be staggered boards, but any director’s term is limited to three annual meetings, Directors elected by a particular class cannot be removed without consent of that class. All changes in directors have to be filed with the registrar, in October 2012, the TSX also issued a proposal to require majority voting at uncontested elections. The larger pension plans and other investment funds have instituted practices relating to the behaviour that is expected of the companies they invest in, publications in that regard include, Proxy Voting Principles and Guidelines. 2013 Best Practices for Proxy Circular Disclosure, Proxy Voting by Canadian Mutual Funds 2006–2009. On September 29,2016 the Financial Post reported that a Bill introduced in Parliament would vanquish zombie directors who fail to win majority shareholder votes Directors set their own remuneration and they have a fiduciary duty to not put their own interests first when setting it. Otherwise the remuneration committee should be composed of independent directors, there is no say on pay rule in the CBCA. However, a number of Canadian companies have been having say on pay votes. Under s.140 of the CBCA, all shareholders have the right to vote, shareholders holding the same class of shares must be treated equally, and so, for instance, no voting ceilings are allowed. With 5% of the rights, known as a requisition. Uniquely, under s.137 of the CBCA, a holder of shares may submit a proposal. This means a group of people who sit behind investment dealers or other intermediaries in the investment chain are now enfranchised. 137 the only way to challenge this is by application to a court, the proposal also has to not have been submitted within the last 5 years, if the last time it got less than 3%, 6% or 10% of the votes
5.
Cayman Islands company law
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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
6.
South African company law
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South African company law is that body of rules which regulates corporations formed under the Companies Act. A company is an organisation which earns income by the production or sale of goods or services. This entry also covers rules by which partnerships and trusts are governed in South Africa, together with cooperatives, a company has three distinguishing features, its legal separateness from the people involved in it—specifically from its owners, called shareholders, its potential immortality, and its size. The same generally applies, however, to businesses which are not companies. There is also, more importantly, usually a separation between the company and its owners, the locus classicus for the principle that a company is a separate entity from its directors and shareholders is the landmark English case of Salomon v Salomon. The separation between the shareholder and the company has one important consequence. If a company is wound up, its shareholders will lose their stake, if, on the other hand, an unincorporated business should go bankrupt, its owners, who do not enjoy such separation, will be liable for its debts. It has rights and duties, but not the body, of a natural person, Companies range from the very small to the very large. There are no large businesses which are not companies. It is important at the outset to appreciate what, exactly, is meant by holding a share in a company. The fact that a person is a shareholder of Pick n Pay does not entitle him to go along to one of its branches and his share in Pick n Pay does not take the form of its stock. Before the Industrial Revolution, companies were a rare business form. Until 1844, there was no legislation governing companies, so that they had to be incorporated by a specific Act of Parliament. Such was the case with the British East India Company in 1600, the Joint Stock Companies Act 1844 was the first piece of legislation which would be recognised as modern company law, but it was fairly limited in scope. The concept of limited liability, for instance, was not considered and this omission was remedied by the Joint Stock Companies Act 1856, which also introduced the suffix Ltd to the company name. It is still in use today, the first South African company legislation was the Companies Act of 1926, which was based on the Transvaal Companies Act, which was in turn based on the British Companies Act 1908. The next major South African legislation in this area was the Companies Act of 1973, the 1973 Act had over the years been amended on numerous occasions to bring it up to date, it had as a consequence, like the Income Tax Act, become unwieldy. Changes in society, and in the way the international community expects businesses to operate, also demanded the introduction of new concepts like stakeholder rights and corporate governance
7.
United States corporate law
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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
8.
Corporate law in Vietnam
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Corporate law in Vietnam was originally based on the French commercial law system. However, since Vietnams independence in 1945, it has largely influenced by the ruling Communist Party. Currently, the sources of Corporate Law are the Law on Enterprises, the Law on Securities. Corporate law in Vietnam is largely influenced by French laws due to its colonial past, after the 1954 Geneva Conference, Vietnam separated into two zones, the North and the South. In 1980, after the North took control of the South, in 1986, the government initiated economic reforms to the corporate sector to reinvigorate the ailing economy. These policies aimed to reverse most of policies that led to crises in the 1970s and 1980s following the Vietnam War. Development of the sector was encouraged and the economy was liberalized in hopes of increasing the potential for economic development. In 1987, the Law on Foreign Investment was passed, allowing foreign investors into the country, in 1990, the Law on Private Enterprises and Companies Law were introduced to boost economic development. They were subsequently superseded by the Law on Enterprises in 1999, within three years of implementing the LOE, over 70,000 enterprises were registered as compared to just over 40,000 for the previous nine years. Law on Investment and a new LOE were enacted in 2005 and these statutes are expected to further strengthen Vietnams economy and its potential for international economic integration. The Constitution - Mainly seen as the ultimate Party policy documents,4 different versions Legislation - Originated from civil law passed down from the French. The LOE governs business enterprises in Vietnam, Enterprises in all economic sectors have to satisfy the stipulated conditions accounted for in Article 7. There are 4 forms of business enterprises, an LLC is established by members capital contribution to the company. As a LLC is an entity separate from the owners. LLCs exist in two forms - one-member LLC, or multi-member LLC, the former is owned by an organisation/individual, while the latter allows for two to fifty members. The management structure consists of a Members Council, Chairperson of the MC, where there are more than 11 members in LLC, an Inspection Committee must also be established. An SC is an entity with at least three shareholders, where ownership of the firm depends on the number of shares they hold and it is the only form of enterprise that can issue securities to raise capital. Shareholders liability is limited to their contribution, however, shareholders can be personally liable where the company is substantially undercapitalised on formation
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French company law
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French company law is the law governing corporations incorporated in France or under French corporate law. In the wake of the French Revolution in 1791, the right to free registration for all companies was proclaimed. There was a boom in registrations, but this was followed by a bust in 1793, the law was reversed until 1796 when the principle of free incorporation was established again. The law was consolidated in Napoleons Code de commerce of 1807 using a concession system, while previously public companies with special privileges were created by a special act of the state, the Code allowed the companies to be formed according to general company law rules. Specific state permission was still required, article 33 recognised limited liability for members. The Code de commerce was applicable outside France in Baden and the Prussian Rhine province, the first German public company statute was the Prussian Act of 1843, five years after the Prussian Act on railway enterprises of 1838. Under the Loi sur les Sociétés of 1867 France adopted a system for registration of companies. Code de Commerce UK company law European company law German company law US corporate law List of company registers
10.
German company law
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German company law is an influential legal regime for companies in Germany. The primary form of company is the company or Aktiengesellschaft. The private company limited liability is known as a Gesellschaft mit beschränkter Haftung. A partnership is called a Kommanditgesellschaft, in Germany, through most of the 19th century the Kommanditgesellschaft was the typical form of business organisation. A KG had at least one member with unlimited liability, a special concession was not required for setting up this company. The first German public company statute was the Prussian Act of 1843, in 1861 the Allgemeines Deutsches Handelsgesetzbuch or the General Commercial Code for all of Germany, as well as Austria, was enacted, which devoted a section to joint stock companies. This allowed incorporation with limited liability, There were updates to the Allgemeines Deutsches Handelsgesetzbuch in the Aktiennovelle von 1870 and again in 1884. The members of the board were not allowed to serve on the management board. However, shareholders could still directly elect management board members if they so wished, further reforms led to the Handelsgesetzbuch of 1897, but without changing the basic structure. The voting rights of shareholders are heavily influenced by the banks, banks appropriate the votes of people who must deposit their share certificates in banks’ accounts. The notable rights for shareholders are as follows the right to vote, preferential shares without voting rights can, however, be issued. The use of profits from the accounts, AktG §119 appointment of auditors, AktG §119 raising or reducing capital, AktG §119 winding up, German directors have similar duties to most jurisdictions, primarily a duty of loyalty, and a duty to exercise competent judgment. First, the duty of loyalty, or Treuepflicht, derives from the good faith provision in the civil code, second, there is a particular prohibition on taking corporate opportunities and a duty of secrecy, AktG §93. Third, there is a prohibition on competing with the company. Fourth, recently introduced was a ‘business judgment rule’, a new provision, AktG §93 says, ‘executive members have to exercise the care of an ordinary and conscientious business leader’. Under AktG §147, ten per cent of shareholders, or those with over €1,000,000 may bring a claim against a director for breach of duty and they will have a special representative appointed to carry out the litigation and the company will pay the costs. There is also a procedure for one per cent of shareholders, here the court is more stringent, and like the derivative claim in the UK can strike out an application if it finds reasons for it are lacking. Analogous to the UK Corporate Governance Code, which is also a ‘comply or explain’ law, is the Deutsche Corporate Governance Kodex and it replicates a lot of rules already found in the Aktiengesetz
11.
United Kingdom company law
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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
12.
Company
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A company, abbreviated co. is a legal entity made up of an association of people, be they natural, legal, or a mixture of both, for carrying on a commercial or industrial enterprise. Company members share a common purpose and unite in order to focus their various talents and organize their collectively available skills or resources to achieve specific, because companies are legal persons, they also may associate and register themselves as companies – often known as a corporate group. When the company closes it may need a certificate to avoid further legal obligations. A company can be defined as a person, invisible, intangible, created by or under law, with a discrete legal personality, perpetual succession. It is not affected by the death, insanity, or insolvency of an individual member, by 1303, the word referred to trade guilds. Usage of company to mean business association was first recorded in 1553, in English law and in legal jurisdictions based upon it, a company is a body corporate or corporation company registered under the Companies Acts or similar legislation. It may be referred to as a firm, in the US, a company is not necessarily a corporation. Commonly used where companies are formed for non-commercial purposes, such as clubs or charities, the members guarantee the payment of certain amounts if the company goes into insolvent liquidation, but otherwise they have no economic rights in relation to the company. This type of company is common in England, a company limited by guarantee may be with or without having share capital. The most common form of used for business ventures. This type of company is common in England and many English-speaking countries, a company limited by shares may be a publicly traded company or a privately held company. A company limited by guarantee with a share capital, a hybrid entity, usually used where the company is formed for non-commercial purposes, but the activities of the company are partly funded by investors who expect a return. This type of company may no longer be formed in the UK, a company—statutorily authorized in certain states—that is characterized by limited liability, management by members or managers, and limitations on ownership transfer, i. e. L. L. C. LLC structure has been called hybrid in that it combines the characteristics of a corporation, an unlimited company with or without a share capital. A hybrid entity, a company where the liability of members or shareholders for the debts of the company are not limited, in this case doctrine of veil of incorporation does not apply. Less common types of companies are, Companies formed by letters patent, most corporations by letters patent are corporations sole and not companies as the term is commonly understood today. Before the passing of modern companies legislation, these were the types of companies. Now they are rare, except for very old companies that still survive
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Cooperative
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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
14.
Corporation
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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
15.
Joint-stock company
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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
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Partnership
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A partnership is an arrangement where parties, known as partners, agree to cooperate to advance their mutual interests. The partners in a partnership may be individuals, businesses, interest-based organizations, schools, organizations may partner together to increase the likelihood of each achieving their mission and to amplify their reach. A partnership may result in issuing and holding equity or may be governed by a contract. In this case, the alliance may be structured in a process comparable to a Mergers & Acquisitions transaction, Partnerships present the involved parties with complex negotiation and special challenges that must be navigated unto agreement. Once agreement is reached, the partnership is typically enforceable by civil law, Partners who wish to make their agreement affirmatively explicit and enforceable typically draw up Articles of Partnership. It is common for information about formally partnered entities to be public, such as through a press release. While industrial partnerships stand to amplify mutual interests and accelerate success, when a politician, for example, partners with a corporation to advance the latters interest in exchange for some benefit, a conflict of interest results, consequentially, the public good may suffer. While technically lawful in some jurisdictions, such practice is viewed negatively or as corruption. Partnerships recognized by a government body may enjoy special benefits from taxation policy, in such countries, partnerships are often regulated via anti-trust laws, so as to inhibit monopolistic practices and foster free market competition. Enforcement of the laws, however, varies considerably, domestic partnerships recognized by governments typically enjoy tax benefits, as well. Under common law systems, the basic form of partnership is a general partnership. There are two types of partners, general partners have an obligation of strict liability to third parties injured by the Partnership. General partners may have joint liability or joint and several liability depending upon circumstances, the liability of limited partners is limited to their investment in the partnership. Summarising s.5 of the Partnership Act 1958, for a partnership in Australia to exist and they are, Valid Agreement between the parties, To carry on a business – this is defined in s. A partnership is defined as the relation between persons who have agreed to share the profits of a business carried on by all or any of them acting for all, the law does not require written partnership agreement between the partners to form a partnership. A partnership does not also required to be registered, however an unregistered partnership has a number of limitation regarding enforcing its rights in any court, a partnership is considered as a separate legal identity in Bangladesh only if the partnership is registered. There must be a minimum of 2 partners and maximum of 20 partners, statutory regulation of partnerships in Canada fall under provincial jurisdiction. A partnership is not a legal entity and partnership income is taxed at the rate of the partner receiving the income
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General partnership
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In most countries, a general partnership is an association of persons or an unincorporated company with the following major features, Created by agreement, proof of existence and estoppel. Formed by two or more persons The owners are all personally liable for any actions and debts the company may face. It is a partnership in which partners share equally in both responsibility and liability, partnerships have certain default characteristics relating to both the relationship between the individual partners and the relationship between the partnership and the outside world. The former can generally be overridden by agreement between the partners, whereas the latter generally cannot be overridden this way. The assets of the business are owned on behalf of the other partners, for example, if a partnership defaults on a payment to a creditor, the partners personal assets are subject to attachment and liquidation to pay the creditor. By default, profits are shared equally amongst the partners, however, a partnership agreement will almost invariably expressly provide for the manner in which profits and losses are to be shared. Each general partner is deemed the agent of the partnership, therefore, if that partner is apparently carrying on partnership business, all general partners can be held liable for his dealings with third persons. By default a partnership will terminate upon the death, disability, however, most partnership agreements provide for these types of events, with the share of the departed partner usually being purchased by the remaining partners in the partnership. By default, each partner has an equal right to participate in the management. However, in a partnership of any size the partnership agreement will provide for certain electees to manage the partnership along the lines of a company board, a partners judgment creditor may obtain an order charging the partners transferable interest to satisfy a judgment. There has been debate in most states as to whether a partnership should remain aggregate or be allowed to become a business entity with a separate continuing legal personality. In the United States, section 201 of the Revised Uniform Partnership Act of 1997 provides that A partnership is an entity distinct from its partners, in England and Wales, a partnership does not have separate legal personality. In Scotland partnerships do have some degree of legal personality, in Bangladesh, the relevant law for regulating partnership is the Partnership Act 1932. A partnership is defined as the relation between persons who have agreed to share the profits of a business carried on by all or any of them acting for all, the law does not require written partnership agreement between the partners to form a partnership. A partnership does not also required to be registered, however an unregistered partnership has a number of limitation regarding enforcing its rights in any court, a partnership is considered as a separate legal identity in Bangladesh only if the partnership is registered. There must be a minimum of 2 partners and maximum of 20 partners, articles of partnership Investment clubs Types of business entity DeMott, Deborah A. “Transatlantic Perspectives on Partnership Law, Risk and Instability”, journal of Corporation Law,26, 879–895
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Limited partnership
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The GPs are, in all major respects, in the same legal position as partners in a conventional firm, i. e. Like shareholders in a corporation, limited partners have limited liability and this means that the limited partners have no management authority, and are not liable for the debts of the partnership. The limited partnership provides the limited partners a return on their investment, General Partners thus bear more economic risk than do limited partners, and in cases of financial loss, the GPs will be the ones which are personally liable. Limited partners are subject to the same alter-ego piercing theories as corporate shareholders, however, it is more difficult to pierce the limited partnership veil because limited partnerships do not have many formalities to maintain. So long as the partnership and the members do not co-mingle funds, Partnership interests are afforded a significant level of protection through the charging order mechanism. The charging order limits the creditor of a debtor-partner or a debtor-member to the share of distributions. When the partnership is being constituted, or the composition of the firm is changing, Limited partners must explicitly disclose their status when dealing with other parties, so that such parties are on notice that the individual negotiating with them carries limited liability. Limited partnerships are distinct from limited liability partnerships, in which all partners have limited liability, in some jurisdictions, the limited liability of the limited partners is contingent on their not participating in management. The societates publicanorum, which arose in Rome in the third century BC, during the heyday of the Roman Empire, they were roughly equivalent to todays corporations. Some had many investors, and interests were publicly tradable, however, they required at least one partners with unlimited liability. According to Jairus Banaji, the Qirad and Mudaraba institutions in Islamic law, in medieval Italy, a business organization known as the commenda appeared in the 10th century that was generally used for financing maritime trade. In a commenda, the trader of the ship had limited liability. In contrast, his investment partners on land had unlimited liability and were exposed to risk, a commenda was not a common form for a long-term business venture as most long-term businesses were still expected to be secured against the assets of their individual proprietors. As an institution, the commenda is very similar to the qirad but whether the qirad transformed into the commenda, colberts Ordinance and the Napoleonic Code reinforced the limited partnership concept in European law. In the United States, limited partnerships became available in the early 19th century. Britain enacted its first limited partnership statute in 1907, for a list of types of corporation and other business types by country, see Types of business entity. They are also useful in labor-capital partnerships, where one or more financial backers prefer to contribute money or resources while the other partner performs the actual work, in such situations, liability is the driving concern behind the choice of limited partnership status. The limited partnership is also attractive to firms wishing to provide shares to individuals without the additional tax liability of a corporation
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Limited liability partnership
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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
