Company

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A modern corporate office building in Munster, North Rhine-Westphalia, Germany. Munster, LVM, Burogebaude -- 2013 -- 5149-51.jpg
A modern corporate office building in Münster, North Rhine-Westphalia, Germany.

A company, abbreviated as co., is a legal entity representing an association of people, whether natural, legal or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared goals. Companies take various forms, such as:

Contents

A company can be created as a legal person so that the company itself has limited liability as members perform or fail to discharge their duty according to the publicly declared incorporation, or published policy. When a company closes, it may need to be liquidated to avoid further legal obligations.

Companies may associate and collectively register themselves as new companies; the resulting entities are often known as corporate groups.

Meanings and definitions

One can define a company as an "artificial person", invisible, intangible, created by or under law, [1] with a discrete legal personality, perpetual succession, and a common seal. Except for some senior positions, companies remain unaffected by the death, insanity, or insolvency of an individual member.

Etymology

The English word company has its origins in the Old French term compagnie (first recorded in 1150), meaning a "society, friendship, intimacy; body of soldiers", [2] which came from the Late Latin word companio ("one who eats bread with you"), first attested in the Lex Salica (English: Salic Law) (c. 500 CE) as a calque of the Germanic expression gahlaibo (literally, "with bread"), related to Old High German galeipo ("companion") and to Gothic gahlaiba ("messmate").

Semantics and usage

By 1303, the word referred to trade guilds. [3] Usage of the term company to mean "business association" was first recorded in 1553, [4] and the abbreviation "co." dates from 1769. [5] [6]

Companies around the world

United Kingdom

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 under similar legislation. [7] Common forms include:

In the United Kingdom, a partnership is not legally a company, but may sometimes be referred to (informally) as a "company". It may be referred to as a "firm".

United States

In the United States, a company may be a "corporation, partnership, association, joint-stock company, trust, fund, or organized group of persons, whether incorporated or not, and (in an official capacity) any receiver, trustee in bankruptcy, or similar official, or liquidating agent, for any of the foregoing". [8] [9] In the US, a company is not necessarily a corporation. [10]

Types

Less common types of companies are:

When "Ltd" is placed after the company's name, it signifies a limited company, and "PLC" (public limited company) indicates that its shares are widely held. [13]

In the legal context, the owners of a company are normally referred to as the "members". In a company limited or unlimited by shares (formed or incorporated with a share capital), this will be the shareholders. In a company limited by guarantee, this will be the guarantors. Some offshore jurisdictions have created special forms of offshore company in a bid to attract business for their jurisdictions. Examples include "segregated portfolio companies" and restricted purpose companies.

There are, however, many, many sub-categories of types of company that can be formed in various jurisdictions in the world.

Companies are also sometimes distinguished for legal and regulatory purposes between public companies and private companies . Public companies are companies whose shares can be publicly traded, often (although not always) on a stock exchange which imposes listing requirements/Listing Rules as to the issued shares, the trading of shares and future issue of shares to help bolster the reputation of the exchange or particular market of an exchange. Private companies do not have publicly traded shares, and often contain restrictions on transfers of shares. In some jurisdictions, private companies have maximum numbers of shareholders.

A parent company is a company that owns enough voting stock in another firm to control management and operations by influencing or electing its board of directors; the second company being deemed as a subsidiary of the parent company. The definition of a parent company differs by jurisdiction, with the definition normally being defined by way of laws dealing with companies in that jurisdiction.

See also

Related Research Articles

Corporation Separate legal entity that has been incorporated through a legislative or registration process

A corporation is an organization—usually a group of people or a company—authorized by the state to act as a single entity and recognized as such in law for certain purposes. 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 usually divided by the law of the jurisdiction where they are chartered based on two aspects: by whether they can issue stock, or by whether they are formed to make a profit. Depending on the number of owners, a corporation can be classified as aggregate or sole.

Business Organization undertaking commercial, industrial, or professional activity

Business is the activity of making one's living or making money by producing or buying and selling products. Simply put, it is "any activity or enterprise entered into for profit. It does not mean it is a company, a corporation, partnership, or have any such formal organization, but it can range from a street peddler to General Motors."

A shareholder is an individual or institution that legally owns one or more shares of the share capital of a public or private corporation. Shareholders may be referred to as members of a corporation. By law, a person is not a shareholder in a corporation until their name and other details are entered in the corporation's register of shareholders or members.

Ownership is the state or fact of exclusive rights and control over property, which may be any asset, including an object, land or real estate, intellectual property, or until the nineteenth century, human beings. Ownership involves multiple rights, collectively referred to as title, which may be separated and held by different parties.

In law, a legal person is any person or 'thing' that can do the things an everyday person can usually do in law – such as enter into contracts, sue and be sued, own property, and so on. The reason for the term "legal person" is that some legal persons are not people: companies and corporations are "persons" legally speaking, but they are clearly not people in the ordinary sense.

Partnership Arrangement in which parties agree to cooperate to advance their mutual interests

A partnership is an arrangement where parties, known as business partners, agree to cooperate to advance their mutual interests. The partners in a partnership may be individuals, businesses, interest-based organizations, schools, governments or combinations. Organizations may partner 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 only governed by a contract.

Limited liability company US-specific form of a private limited company

A limited liability company (LLC) is the US-specific form of a private limited company. It is a business structure that can combine the pass-through taxation of a partnership or sole proprietorship with the limited liability of a corporation. An LLC is not a corporation under state law; it is a legal form of a company that provides limited liability to its owners in many jurisdictions. LLCs are well known for the flexibility that they provide to business owners; depending on the situation, an LLC may elect to use corporate tax rules instead of being treated as a partnership, and, under certain circumstances, LLCs may be organized as not-for-profit. In certain U.S. states, businesses that provide professional services requiring a state professional license, such as legal or medical services, may not be allowed to form an LLC but may be required to form a similar entity called a professional limited liability company (PLLC).

Joint-stock company Business entity which is owned by shareholders

A joint-stock company is a business entity in which shares of the company's stock can be bought and sold by shareholders. Each shareholder owns company stock in proportion, evidenced by their shares. Shareholders are able to transfer their shares to others without any effects to the continued existence of the company.

Incorporation (business) Legal process to create a new corporation

Incorporation is the formation of a new corporation. The corporation may be a business, a nonprofit organization, sports club, or a government of a new city or town.

Limited company

In a limited company, the liability of members or subscribers of the company is limited to what they have invested or guaranteed to the company. Limited companies may be limited by shares or by guarantee. The former may be further divided in public companies and private companies. Who may become a member of a private limited company is restricted by law and by the company's rules. In contrast, anyone may buy shares in a public limited company.

A joint venture is a business entity created by two or more parties, generally characterized by shared ownership, shared returns and risks, and shared governance. Companies typically pursue joint ventures for one of four reasons: to access a new market, particularly emerging markets; to gain scale efficiencies by combining assets and operations; to share risk for major investments or projects; or to access skills and capabilities. Work by Reuer and Leiblein challenged the claim that joint ventures minimize downside risk.

Limited liability partnership Partnership in which some or all partners (depending on the jurisdiction) have limited liabilities

A limited liability partnership (LLP) is a partnership in which some or all partners have limited liabilities. It therefore can exhibit elements of partnerships and corporations. In an LLP, each partner is not responsible or liable for another partner's misconduct or negligence. This is an important difference from the traditional partnership under the UK Partnership Act 1890, in which each partner has joint liability. In an LLP, some or all partners have a form of limited liability similar to that of the shareholders of a corporation. Unlike corporate shareholders, the partners have the right to manage the business directly. In contrast, corporate shareholders must 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 corporation's best interest. An LLP also contains a different level of tax liability from that of a corporation.

Private limited company Type of company used in many jurisdictions

A private limited company is a type of business entity in "private" ownership used in many jurisdictions, in contrast to "public" ownership, with some differences from country to country. Examples include LLC in the United States, private company limited by shares in the United Kingdom, GmbH in Germany, société à responsabilité limitée in France or sociedad de responsabilidad limitada in the Spanish-speaking world. The benefit of having a private limited company is that there is limited liabilities and depending on each one’s point of view this next point could either be a benefit or a disadvantage. Shares can only be sold to shareholders in the business that means that it can be difficult to liquidate them.

Corporate law

Corporate law is the body of law governing the rights, relations, and conduct of persons, companies, organizations and businesses. The term refers to the legal practice of law relating to corporations, or to the theory of corporations. Corporate law often describes the law relating to matters which derive directly from the life-cycle of a corporation. It thus encompasses the formation, funding, governance, and death of a corporation.

Privately held company Business company owned either by non-governmental organizations or by a relatively small number of shareholders or company members, and the companys capital stock is offered, owned and traded or exchanged privately

A privately held company, private company, or close corporation is a corporation that is not owned by the government, non-governmental organizations or by a relatively small number of shareholders or company members which does not offer or trade its company stock (shares) to the general public on the stock market exchanges, but rather the company's stock is offered, owned and traded or exchanged privately or over-the-counter. More ambiguous terms for a privately held company are closely held corporation, unquoted company, and unlisted company.

Limited partnership Form of partnership

A limited partnership (LP) is a form of partnership similar to a general partnership except that while a general partnership must have at least two general partners (GPs), a limited partnership must have at least one GP and at least one limited partner. Limited partnerships are distinct from limited liability partnerships, in which all partners have limited liability.

Associations in English law are groups of people which are formed and act for a common purpose. In the United Kingdom, English and Scots law differ in the rules of contract and property, although a number of Acts of Parliament regarding associations are common to both jurisdictions. The five main types of association in English law are:

Cayman Islands company law National economic law

Cayman Islands company law is primarily codified in the Companies Law and the Limited Liability Companies Law, 2016, and to a lesser extent in the Securities and Investment Business Law. The Cayman Islands is a leading offshore financial centre, and financial services form 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.

Anguillan company law is primarily codified in three principal statutes:

  1. the International Business Companies Act ;
  2. the Companies Act ; and
  3. the Limited Liability Companies Act.

References

  1. Compare a definition of a corporation: "Perhaps the best definition of a corporation was given by Chief Justice John Marshall in a famous Supreme Court decision in 1819. A corporation, he said, 'is an artificial person, invisible, intangible, and existing only in contemplation of the law.' In other words, a corporation [...] is an artificial person, created by law, with most of the legal rights of a real person."Pride, William M.; Hughes, Robert J.; Kapoor, Jack R. (1985). "4: Choosing a form of business ownership". Business. CengageNOW Series (10 ed.). Mason, Ohio: Cengage Learning (published 2009). p. 116. ISBN   9780324829556 . Retrieved April 20, 2019.
  2. 12th century: Harper, Douglas. "company". Online Etymology Dictionary .
  3. Compare: Harper, Douglas. "company". Online Etymology Dictionary . - '[...] the word having been used in reference to trade guilds from late 14c.'
  4. Compare: Harper, Douglas. "company". Online Etymology Dictionary . - 'From late 14c. as "a number of persons united to perform or carry out anything jointly," which developed a commercial sense of "business association" by 1550s, the word having been used in reference to trade guilds from late 14c.'
  5. Compare: "co" . Oxford English Dictionary (Online ed.). Oxford University Press. (Subscription or participating institution membership required.) - "1759 Compl. Let.-writer (ed. 6) London: Printed for Stanley Crowder, and Co."
  6. Compare: Harper, Douglas. "co". Online Etymology Dictionary . - 'by 1670's as an abbreviation of company in the business sense, indicating the partners in the firm whose names do not appear in its name. Hence and co. to indicate "the rest" of any group (1757)'.
  7. Participation, Expert. "Companies Act 2006". www.legislation.gov.uk. Archived from the original on April 10, 2015. Retrieved March 15, 2020.
  8. China

    In China companies are often government run or some government supported. Others may be Foreign Companies or export-based corporations. However, many of these companies are government regulated. Garner, Bryan A., ed. (1891). "company". Black's Law Dictionary. Black's Law, 9th Edition. 1 (9 ed.). St. Paul, Minnesota: West Publishing, Inc (published 2009). p. 318. ISBN   9780314199492 . Retrieved April 20, 2019. 2. A corporation, partnership, association, joint-stock company, trust, fund, or organized group of persons, whether incorporated or not, and (in an official capacity) any receiver, trustee in bankruptcy, or similar official, or liquidating agent, for any of the foregoing. Investment Company Act 2(a)(8)(15 USCA 80a-2(a)(8)).
  9. 1 2 3 Black's Law and lee Dictionary. Second Pocket Edition. Bryan A. Garner, editor. West. 2001.
  10. "Company legal definition of company". TheFreeDictionary.com. Archived from the original on February 4, 2012. Retrieved February 13, 2012. company [:] any formal business entity for profit which may be a corporation, a partnership, association or individual proprietorship. Often people think the term "company" means the business is incorporated, but that is not true. In fact, a corporation usually must use some term in its name such as "corporation," "incorporated," "corp." or "inc." to show it is a corporation.
  11. Companies Act 2006
  12. root. "Limited Liability Company (LLC) Definition - Investopedia". Investopedia. Archived from the original on November 27, 2012. Retrieved November 14, 2012.
  13. "BBC Bitesize - GCSE Business - Forms of business ownership - Revision 3". BBC Bitesize. Archived from the original on September 1, 2018. Retrieved August 31, 2018.

Further reading