Companies law
Corporation · Company
Partnership (General · Limited · LLP)
Cooperative
Sole proprietorship
United States:
S corporation · C corporation LLC · LLLP · Series LLC Delaware corporation Nevada corporation Business trust
UK/Ireland/Commonwealth:
Limited company (By shares · By guarantee) (Public · Proprietary) Community interest company
European Union/EEA:
SE · SCE
Other countries:
AB · AG · ANS · A/S · AS · GmbH
K.K. · N.V. · OY · S.A. · Full list
Doctrines
Corporate governance
Limited liability · Ultra vires
Business judgment rule
Internal affairs doctrine
De facto corporation and corporation by estoppel
Piercing the corporate veil
Rochdale Principles
Related areas of law
Contract · Civil procedure

Companies law is the field of law concerning business and other organizations. A corporation is a separate legal entity usually used to conduct business Generally a company is a form of Business organization. The precise definition varies For partnership in cricket terminology see List of cricket terms A partnership is a type of Business entity in which partners In the commercial and legal parlance of most countries a general partnership or simply a Partnership, refers to an association of persons or an unincorporated A limited partnership is a form of Partnership similar to a General partnership, except that in addition to one or more general partners (GPs there are A limited liability partnership (abbreviated as LLP) has elements of Partnerships and Corporations. A sole proprietorship, or simply proprietorship ( Benjamen Clark An S corporation or S-corp, for United States federal income tax purposes is a Corporation that makes a valid election to be taxed under Subchapter S of A C corporation (or C corp) is a Corporation in the United States that for Federal income tax purposes, is Taxed under and Subchapter C ( et A limited liability company (abbreviated LLC or LLC) in the law of the vast majority of the United States is a legal form of business Company The limited liability limited partnership (LLLP is a relatively new modification of the limited partnership a form of Business entity recognized under U A Series LLC is a special form of a Limited liability company that provides liability protection across multiple "series" each of which is theoretically protected A Nevada Corporation is a Corporation chartered under the Laws of the U A Massachusetts business trust or MBT is a legal trust set up for the purposes of business but not necessarily in the state of Massachusetts. A limited company in the United Kingdom is a Corporation whose liability is limited by law A private company limited by shares is a type of company incorporated under the laws of England and Wales, Scotland, that of certain Commonwealth countries In British or Irish Company law, a company limited by guarantee is an alternative type of Corporation used primarily for Non-profit A Public Limited Company ( PLC, plc or plc or p l c is a type of Limited company in the United Kingdom or the Republic of Ireland which is A proprietary company is a form of Corporation in Australia that is limited by Shares. A community interest company (CIC is a new type of company introduced by the United Kingdom government in 2005 under The Community Interest Act 2004, designed The European Economic Area ( EEA) came into being on 1 January 1994 following an agreement between member states of European Free Trade Association (EFTAthe The Council Regulation on the Statute for a European Company of the European Union was adopted October 8 2001. TemplateExpert and TemplateExpert-subject, has been modified to include two WikiProjects and Portals (Expert-subject is limited to Aktiebolag (literally " share Company " or " Stock Company " is the Swedish term for " Limited Aktiengesellschaft ('aktsiəngəzεlʃaft abbreviated AG) is a German term that refers to a Corporation that is limited by shares i An ansvarlig selskap is a Norwegian personal responsibility Company model mainly used in small-to-medium businesses which translates directly into "Responsible An Aktieselskab (abbreviated A/S) is the Danish name for a Stock -based Corporation. Aksjeselskap is the Norwegian term for a Stock -based Company. Gesellschaft mit beschränkter Haftung ( GmbH) is a type of legal entity very common in Germany (where it was created in 1892 Austria nl '''''Naamloze Vennootschap''''' (usually abbreviated NV) is the Dutch term for a Public Limited liability Corporation. Osakeyhtiö, literally a " stock company " is the Finnish equivalent of a Limited company ( Ltd or LLC) or Gesellschaft For the art organization see Société Anonyme (art SA generally designates Corporations in various countries mostly those employing There are many types of business entity defined in the legal systems of various countries Corporate governance is the set of Processes customs Policies, laws and institutions affecting the way a Corporation is directed administered or controlled Limited liability is a concept whereby a person's financial Liability is limited to a fixed sum most commonly the value of a person's investment in a company or partnership Ultra vires is a Latin phrase that literally means "beyond the powers" The business judgment rule is an American Case law -derived concept in Corporations law whereby the "directors of a corporation. The internal affairs doctrine is a Choice of law rule in Corporations law. De facto corporation and corporation by estoppel are both terms that are used by Courts to describe circumstances in which a business organization that has The corporate law concept of piercing (lifting the corporate veil describes a legal decision where a shareholder or director of a Corporation is held liable for the The Rochdale Principles are a set of ideals for the operation of Cooperatives. A contract is an exchange of promises between two or more parties to do or refrain from doing an act which is enforceable in a court of law Civil procedure is the body of law that sets out the process that Courts will follow when hearing cases of a civil nature (a " Civil action " as opposed to Law is a system of rules enforced through a set of Institutions used as an instrument to underpin civil obedience politics economics and society This includes corporations, partnerships and other associations which usually carry on some form of economic or charitable activity. A corporation is a separate legal entity usually used to conduct business For partnership in cricket terminology see List of cricket terms A partnership is a type of Business entity in which partners The most prominent kind of company, usually referred to as a "corporation", is a "juristic person", i. Note This Wikipedia entry deals with the legal concept legal person. e. it has separate legal personality, and those who invest money into the business have limited liability for any losses the company makes, governed by corporate law. A mutual shareholder or stockholder is an Individual or company (including a Corporation) that legally owns one or more shares of Limited liability is a concept whereby a person's financial Liability is limited to a fixed sum most commonly the value of a person's investment in a company or partnership Corporate law (also "company" or "corporations" law is the Law of the most dominant kind of business enterprise in the modern world The largest companies are usually publicly listed on stock exchanges around the world, while private companies choose who their shareholders are. A stock exchange, share market or bourse is a Corporation or Mutual organization which provides "trading" facilities for Stock The defining feature of the corporation is that shareholders own the sole rights to vote under the company constitution and to appoint the directors who control the company. A mutual shareholder or stockholder is an Individual or company (including a Corporation) that legally owns one or more shares of Companies known as partnerships have a different system of voting, whereby the partners own and vote for who controls the company. For partnership in cricket terminology see List of cricket terms A partnership is a type of Business entity in which partners Partners may or may not limit their liability for company losses, although this is increasingly popular. Even single individuals, also known as sole traders may incorporate themselves and limit their liability in order to carry on a business. A sole proprietorship, or simply proprietorship ( Benjamen Clark All different forms of companies depend on the particular law of the particular country in which they reside.

Contents 1 Business entities 2 US companies law 3 Companies law theory 4 Companies law study 5 See also 6 Notes 7 References 8 External links

Business entities

The law of business organizations originally derived from the common law of England, but has evolved significantly in the Twentieth Century. Common law refers to law and the corresponding legal system developed through decisions of courts and similar tribunals rather than through legislative statutes or executive England is a Country which is part of the United Kingdom. Its inhabitants account for more than 83% of the total UK population whilst its mainland The twentieth century of the Common Era began on In common law countries today, the most commonly addressed forms are:

• sole proprietorships;
• partnerships, sometimes called "general partnerships";
• limited partnerships;
• limited liability partnerships;
• corporations (Inc. A sole proprietorship, or simply proprietorship ( Benjamen Clark For partnership in cricket terminology see List of cricket terms A partnership is a type of Business entity in which partners A limited partnership is a form of Partnership similar to a General partnership, except that in addition to one or more general partners (GPs there are A limited liability partnership (abbreviated as LLP) has elements of Partnerships and Corporations. A corporation is a separate legal entity usually used to conduct business ,Co. ,Corp. );
• not-for-profit corporations;
• limited companies. A limited company in the United Kingdom is a Corporation whose liability is limited by law

The proprietary limited company is a statutory business form in several countries, including Australia. A proprietary company is a form of Corporation in Australia that is limited by Shares. For a topic outline on this subject see List of basic Australia topics.

Many countries have forms of business entity unique to that country, although there are equivalents elsewhere. Examples are the Limited-liability company (LLC) and the limited liability limited partnership (LLLP) in the United States. A limited liability company (abbreviated LLC or LLC) in the law of the vast majority of the United States is a legal form of business Company The limited liability limited partnership (LLLP is a relatively new modification of the limited partnership a form of Business entity recognized under U

Other types of business organisations, such as cooperatives, credit unions and publicly owned enterprises, can be established with purposes that parallel, supersede, or even replace the profit maximization mandate of business corporations. A credit union is a Cooperative Financial institution that is owned and controlled by its members and operated for the purpose of promoting thrift providing credit In Economics, profit maximization is the process by which a firm determines the Price and output level that returns the greatest Profit.

Other business forms are available in civil law countries, such as the German Gesellschaft mit beschränkter Haftung (GmbH) and Aktiengesellschaft (AG); and the S.A., a form used in a number of countries which translates from various languages into the equivalent of anonymous society or anonymous company. Civil law or Romano-Germanic law or Continental law is the predominant system of law in the world. Germany, officially the Federal Republic of Germany ( ˈbʊndəsʁepuˌbliːk ˈdɔʏtʃlant is a Country in Central Europe. Gesellschaft mit beschränkter Haftung ( GmbH) is a type of legal entity very common in Germany (where it was created in 1892 Austria Aktiengesellschaft ('aktsiəngəzεlʃaft abbreviated AG) is a German term that refers to a Corporation that is limited by shares i For the art organization see Société Anonyme (art SA generally designates Corporations in various countries mostly those employing

For a country-by-country listing of officially recognized forms of business organization, see Types of business entity. There are many types of business entity defined in the legal systems of various countries

US companies law

In the United States, corporations are generally incorporated, or organized, under the laws of a particular state. The United States of America —commonly referred to as the Incorporation (abbreviated Inc in US and Canadian business names is the forming of a new Corporation (a corporation being a legal entity A US state is any one of the fifty subnational entities of the United States of America that share Sovereignty with the federal government The corporate law of a corporation's state of incorporation generally governs that corporation's internal governance (even if the corporation's operations take place outside of that state). The corporate laws of the various states differ - in some cases significantly - from state to state, as a result of which corporate lawyers are often consulted in an effort to determine the most appropriate or advantageous state in which to incorporate, and a majority of public companies in the U. A lawyer, according to Black's Law Dictionary, is "a person learned in the law as an attorney, Counsel or Solicitor; a person S. are Delaware corporations. ^[1] The federal laws of the United States and local law may also be applicable sources of corporate law. Federal law is the body of Law created by the Federal government of a country

Companies law theory

“A corporation is described to be a person in a political capacity created by the law, to endure in perpetual succession. ”^[2] Americans in the 1790s knew of a variety of corporations established for various purposes, including those of commerce, education, and religion. As the law of corporations was articulated by the Supreme Court under Chief Justice Marshall, over the first several decades of the new American state, emphasis fell, in a way which seems natural to us today, upon commercial corporations. Nonetheless, Wilson believed that, in all cases, corporations “should be erected with caution, and inspected with care. ” The actions of corporations were clearly circumscribed: “To every corporation a name must be assigned; and by that name alone it can perform legal acts. ” For non-binding external actions or transactions, corporations enjoyed the same latitude as private individuals; but it was with an eye to internal affairs that many saw principal advantage in incorporation. The power of making by-laws was “tacitly annexed to corporations by the very act of their establishment. ”^[2] While they must not directly contradict the overarching laws of the land, the central or local government cannot be expected to regulate toward the peculiar circumstances of a given body, and so “they are invested with authority to make regulations for the management of their own interests and affairs. ”^[2]

The question then arises: if corporations are to be inspected with care, what - if not the commercial or social conduct, or the by-laws - is to be inspected – and by whom? Do corporations have duties? Yes: “The general duties of every corporation may be collected from the nature and design of its institution: it should act agreeably to its nature, and fulfill the purposes for which it was formed. ”^[2] Who sees that corporations are living up to those duties? “The law has provided proper persons with proper powers to visit those institutions, and to correct every irregularity, which may arise within them. ”^[2] The Common Law provided for inspection by the court of king’s bench. In 1790, at least, “the powers of the court of king's bench [were] vested in the supreme court of Pennsylvania. ”^[2] As for the dissolution of corporations, there seems not to have been much question that a corporation might “surrender its legal existence into the hands of that power, from which it was received. From such a surrender, the dissolution of the body corporate ensues. ”^[2] Nor does there seem to have been much question that by “a judgment of forfeiture against a corporation itself, it may be dissolved. ”^[2] However, Supreme Court Justice Wilson, lecturing in his unofficial capacity, at least, suggests his displeasure with the doctrine that corporate dissolution cannot be predicated “by a judgment of ouster against individuals. God forbid ― such is the sentiment of Mr. Justice Wilmot ― that the rights of the body should be lost or destroyed by the offences of the members. ”^[2]

As theorists such as Ronald Coase have pointed out, all business organizations represent an attempt to avoid certain costs associated with doing business. Ronald Harry Coase (born December 29, 1910) is a British Economist and the Clifton R Each is meant to facilitate the contribution of specific resources - investment capital, knowledge, relationships, and so forth - towards a venture which will prove profitable to all contributors. Except for the partnership, all business forms are designed to provide limited liability to both members of the organization and external investors. Limited liability is a concept whereby a person's financial Liability is limited to a fixed sum most commonly the value of a person's investment in a company or partnership Business organizations originated with agency law, which permits an agent to act on behalf of a principal, in exchange for the principal assuming equal liability for the wrongful acts committed by the agent. Agency is an area of Commercial law dealing with a Contractual or Quasi-contractual Tripartite set of relationships when an Agent For this reason, all partners in a typical general partnership may be held liable for the wrongs committed by one partner. Those forms that provide limited liability are able to do so because the state provides a mechanism by which businesses that follow certain guidelines will be able to escape the full liability imposed under agency law. The state provides these forms because it has an interest in the strength of the companies that provide jobs and services therein, but also has an interest in monitoring and regulating their behaviour.

Companies law study

Law schools typically offer either a single upper level course on business organizations, or offer several courses covering different aspects of this area of law. A law school (also known as a school of law or college of law) is an institution specializing in Legal education. The area of study examines issues such as how each major form of business entity may be formed, operated, and dissolved; the degree to which limited liability protects investors; the extent to which a business can be held liable for the acts of an agent of the business; the relative advantages and disadvantages of different types of business organizations, and the structures established by governments to monitor the buying and selling of ownership interests in large corporations. For other uses of the word Agent see Agent (disambiguation This is correct An Agent in Commercial Law is a person who is authorised Software for Fixed assets management and Stock control developed in 2004.

The basic theory behind all business organizations is that, by combining certain functions within a single entity, a business (usually called a firm by economists) can operate more efficiently, and thereby realize a greater profit. Governments seek to facilitate investment in profitable operations by creating rules that protect investors in a business from being held personally liable for debts incurred by that business, either through mismanagement, or because of wrongful acts. Debt is that which is owed usually referencing Assets owed but the term can cover other obligations

See also

• Business ethics
• Corporation sole
• Corporate crime
• Corporate law
• European Company Statute
• Juristic person

Notes

References

• Anatomy of Corporate Law (2004) Paul Davies, et al
• Dignam, A and Lowry, J (2006) Company Law, Oxford University Press ISBN-13: 978-0-19-928936-3

External links

• "A Comparative Bibliography: Regulatory Competition on Corporate Law" . (Georgetown University Law Center Working Paper).  
• Companies House, the official register of all UK companies online.
• Company Law Forum, professional environment promoting discussion of UK company law.

---

© 2009 citizendia.org; parts available under the terms of GNU Free Documentation License, from http://en.wikipedia.org
Dapyx Software network: MP3 Explorer | Ebook Manager | Zenithic