A company seal is an official seal used by a company. Company seals were predominantly used by companies in common law jurisdictions, although in modern times, most countries have done away with the use of seals. In the UK, a company may have a company seal under the provisions of Companies Act 2006 section 45, it may have further seals for issuing securities. These seals have the additional legend of the territory or the word SECURITIES. A company may wish still to seal documents as a means of protection against forgery. Traditionally, the seal was of some legal significance because the affixing of the seal signified that the document was the act and deed of the company, whereas when a document was signed by a director, deemed to be an act carried out on behalf of the company by its agents, subject to applicable restrictions and limitations under the ordinary law of agency. Corporate seals are only used for two purposes by corporations today: Documents which need to be executed as deeds, may be executed under the company's common seal Certain corporate documents, for example share certificates are issued under the company seal.
For example, in India a share certificate is given under the common seal of the company and each usage of common seal is documented in the statutory registry of the company. Physically, seals used to be used to make an impression on melted wax on the relevant document, although modern seals will only leave an indentation or impression on the paper
A corporation is an organization a group of people or a company, 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 come in many different types but are divided by the law of the jurisdiction where they are chartered into two kinds: by whether they can issue stock or not, or by whether they are formed to make a profit or not. Corporations can be divided by the number of owners: corporation corporation sole; the subject of this article is a corporation aggregate. A corporation sole is a legal entity consisting of a single incorporated office, occupied by a single natural person. Where local law distinguishes corporations by the ability to issue stock, corporations allowed to do so are referred to as "stock corporations", ownership of the corporation is through stock, owners of stock are referred to as "stockholders" or "shareholders".
Corporations not allowed to issue stock are referred to as "non-stock" corporations. 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, respectively. 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 always a stock corporation, but some for-profit corporations may choose to be non-stock. To simplify the explanation, whenever "Stockholder" or "shareholder" is used in the rest of this article to refer to a stock corporation, it is presumed to mean the same as "member" for a non-profit corporation or for a profit, non-stock corporation. Registered corporations have legal personality and their shares are owned by shareholders whose liability is limited to their investment. Shareholders do not actively manage a corporation. In most circumstances, a shareholder may serve as a director or officer of a corporation.
In American English, the word corporation is most used to describe large business corporations. In British English and in the Commonwealth countries, the term company is more used to describe the same sort of entity while the word corporation encompasses all incorporated entities. In American English, the word 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. Late in the 19th century, a new form of company having the limited liability protections of a corporation, the more favorable tax treatment of either a sole proprietorship or partnership was developed. While not a corporation, this new type of entity became 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 non-corporate organization became available in the United States and other countries, was known as the limited liability company or LLC.
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, corpus or collegium; these included the state itself and such private associations as sponsors of a religious cult, burial clubs, political groups, guilds of craftsmen or traders. Such bodies had the right to own property and make contracts, to receive gifts and legacies, to sue and be sued, and, in general, to perform legal acts through representatives. Private associations were granted designated liberties by the emperor. Entities which carried on business and were the subjects of legal rights were found in ancient Rome, the Maurya Empire in ancient India. In medieval Europe, churches became incorporated, as did local governments, such as the Pope and the City of London Corporation.
The point was that the incorporation would survive longer than the lives of any particular member, existing in perpetuity. The alleged oldest commercial corporation in the world, the Stora Kopparberg mining community in Falun, obtained a charter from King Magnus Eriksson in 1347. 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. Early guilds and livery companies were often involved in the regulation of competition between traders. Dutch and English chartered companies, such as the Dutch East India Company and the Hudson's Bay Company, were created to lead the colonial ventures of European nations in the 17th century. Acting under a charter sanctioned by the Dutch government, the Dutch East India Company defeated Portuguese forces and established itself in the Moluccan Islands in order to profit from the European demand for spices. Investors in the VOC were issued paper certificates as proof of share ownership, were able to trade their shares on the original Amsterdam
Corporate law is the body of law governing the rights and conduct of persons, companies and businesses. It refers to the theory of corporations. Corporate law describes the law relating to matters which derive directly from the life-cycle of a corporation, it thus encompasses the formation, funding and death of a corporation. While the minute nature of corporate governance as personified by share ownership, capital market, business culture rules differ, similar legal characteristics - and legal problems - exist across many jurisdictions. Corporate law regulates how corporations, shareholders, employees and other stakeholders such as consumers, the community, the environment interact with one another. Whilst the term company or business law is colloquially used interchangeably with corporate law, business law refers to wider concepts of commercial law, that is, the law relating to commercial or business related activities. In some cases, this may include matters relating to financial law; when used as a substitute for corporate law, business law means the law relating to the business corporation, i.e. capital raising, company formation, etc.
Academics identify four legal characteristics universal to business enterprises. These are: Separate legal personality of the corporation Limited liability of the shareholders Transferable shares Delegated management under a board structure. Available and user-friendly corporate law enables business participants to possess these four legal characteristics and thus transact as businesses. Thus, corporate law is a response to three endemic opportunism: conflicts between managers and shareholders, between controlling and non-controlling shareholders. A corporation may be called a company. In the United States, a company may or may not be a separate legal entity, is used synonymous with "firm" or "business." According to Black's Law Dictionary, in America a company means "a corporation — or, less an association, partnership or union — that carries on industrial enterprise." Other types of business associations can include partnerships, or trusts, or companies limited by guarantee. Corporate law deals with companies that are incorporated or registered under the corporate or company law of a sovereign state or their sub-national states.
The defining feature of a corporation is its legal independence from the shareholders. Under corporate law, corporations of all sizes have separate legal personality, with limited or unlimited liability for its shareholders. Shareholders control the company through a board of directors which, in turn delegates control of the corporation's day-to-day operations to a full-time executive. Shareholders' losses, in the event of liquidation, are limited to their stake in the corporation, they are not liable for any remaining debts owed to the corporation's creditors; this rule is called limited liability, it is why the names of corporations end with "Ltd.". or some variant such as "Inc." or "plc"). Under all legal systems corporations have much the same legal rights and obligations as individuals. In some jurisdictions, this extends to allow corporations to exercise human rights against real individuals and the state, they may be responsible for human rights violations. 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 be convicted of criminal offences, such as corporate fraud and corporate manslaughter. In order to understand the role corporate law plays within commercial law, it is useful to understand the historical development of the corporation, the development of modern company law. Although some forms of companies are thought to have existed during Ancient Rome and Ancient Greece, the closest recognizable ancestors of the modern company did not appear until the 16th century. With increasing international trade, Royal charters were granted in Europe to merchant adventurers; the Royal charters conferred special privileges on the trading company. Traders in these entities traded stock on their own account, but the members came to operate on joint account and with joint stock, the new Joint stock company was born. Early companies were purely economic ventures; the development of company law in Europe was hampered by two notorious "bubbles" in the 17th century, which set the development of companies in the two leading jurisdictions back by over a century in popular estimation.
Companies inevitably, returned to the forefront of commerce, although in
The stock of a corporation is all of the shares into which ownership of the corporation is divided. In American English, the shares are known as "stocks." A single share of the stock represents fractional ownership of the corporation in proportion to the total number of shares. This entitles the stockholder to that fraction of the company's earnings, proceeds from liquidation of assets, or voting power dividing these up in proportion to the amount of money each stockholder has invested. Not all stock is equal, as certain classes of stock may be issued for example without voting rights, with enhanced voting rights, or with a certain priority to receive profits or liquidation proceeds before or after other classes of shareholders. Stock can be bought and sold or on stock exchanges, such transactions are heavily regulated by governments to prevent fraud, protect investors, benefit the larger economy; as new shares are issued by a company, the ownership and rights of existing shareholders are diluted in return for cash to sustain or grow the business.
Companies can buy back stock, which lets investors recoup the initial investment plus capital gains from subsequent rises in stock price. Stock options, issued by many companies as part of employee compensation, do not represent ownership, but represent the right to buy ownership at a future time at a specified price; this would represent a windfall to the employees if the option is exercised when the market price is higher than the promised price, since if they sold the stock they would keep the difference. A person who owns a specific percentage of the share has the ownership of the corporation proportional to his share; the shares together form stock. The stock of a corporation is partitioned into shares, the total of which are stated at the time of business formation. Additional shares may subsequently be authorized by the existing shareholders and issued by the company. In some jurisdictions, each share of stock has a certain declared par value, a nominal accounting value used to represent the equity on the balance sheet of the corporation.
In other jurisdictions, shares of stock may be issued without associated par value. Shares represent a fraction of ownership in a business. A business may declare different types of shares, each having distinctive ownership rules, privileges, or share values. Ownership of shares may be documented by issuance of a stock certificate. A stock certificate is a legal document that specifies the number of shares owned by the shareholder, other specifics of the shares, such as the par value, if any, or the class of the shares. In the United Kingdom, Republic of Ireland, South Africa, Australia, stock can refer to different financial instruments such as government bonds or, less to all kinds of marketable securities. Stock takes the form of shares of either common stock or preferred stock; as a unit of ownership, common stock carries voting rights that can be exercised in corporate decisions. Preferred stock differs from common stock in that it does not carry voting rights but is entitled to receive a certain level of dividend payments before any dividends can be issued to other shareholders.
Convertible preferred stock is preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares any time after a predetermined date. Shares of such stock are called "convertible preferred shares". New equity issue may have specific legal clauses attached that differentiate them from previous issues of the issuer; some shares of common stock may be issued without the typical voting rights, for instance, or some shares may have special rights unique to them and issued only to certain parties. New issues that have not been registered with a securities governing body may be restricted from resale for certain periods of time. Preferred stock may be hybrid by having the qualities of bonds of fixed returns and common stock voting rights, they have preference in the payment of dividends over common stock and have been given preference at the time of liquidation over common stock. They have other features of accumulation in dividend. In addition, preferred stock comes with a letter designation at the end of the security.
B, whereas Class "A" shares of ORION DHC, Inc will sell under ticker OODHA until the company drops the "A" creating ticker OODH for its "Common" shares only designation. This extra letter does not mean that any exclusive rights exist for the shareholders but it does let investors know that the shares are considered for such, these rights or privileges may change based on the decisions made by the underlying company. "Rule 144 Stock" is an American term given to shares of stock subject to SEC Rule 144: Selling Restricted and Control Securities. Under Rule 144, restricted and controlled securities are acquired in unregistered form. Investors either purchase or take ownership of these securities through private sales from the issuing company or from an affiliate of the issuer. Investors wishing to sell these securities are subject to different rules than those selling traditional common or preferred stock; these individuals will only be allowed to liquidate their securities after meeting the specific conditions set forth by SEC Rule 144.