In the United States ^ b. English is the de facto language of American government and the sole language spoken at home by 80% of Americans age five and older. Spanish is the second most commonly spoken language, a company is a corporation A corporation is an institution that is granted a charter recognizing it as a separate legal entity having its own privileges, and liabilities distinct from those of its members. There are many different forms of corporations, most of which are used to conduct business—or, less commonly, an association, partnership A partnership is an arrangement where entities and/or individuals agree to cooperate to advance their interests. In the most frequent instance, a partnership is formed between one or more businesses in which partners co-labor to achieve and share profits or losses, or union A trade union or labor union (American English) is an organization of workers who have banded together to achieve common goals such as better working conditions. The trade union, through its leadership, bargains with the employer on behalf of union members (rank and file members) and negotiates labor contracts (collective bargaining) with—that carries on an industrial enterprise."[1] Generally, a company may be a "corporation A corporation is an institution that is granted a charter recognizing it as a separate legal entity having its own privileges, and liabilities distinct from those of its members. There are many different forms of corporations, most of which are used to conduct business, partnership A partnership is an arrangement where entities and/or individuals agree to cooperate to advance their interests. In the most frequent instance, a partnership is formed between one or more businesses in which partners co-labor to achieve and share profits or losses, association, joint-stock company A joint stock company is a type of business entity: it is a type of corporation or partnership involving two or more legal persons. Certificates of ownership (or stocks) are issued by the company in return for each financial contribution, and the shareholders are free to transfer their ownership interest at any time by selling their stockholding, trust A Investment trust is a form of collective investment found mostly in the United Kingdom. Investment trusts are closed-end funds and are constituted as public limited companies, fund A mutual fund is a professionally managed type of collective investment scheme that pools money from many investors and invests typically in investment securities . The mutual fund will have a fund manager that trades (buys and sells) the fund's investments in accordance with the fund's investment objective. In the U.S., a fund registered with the, 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."[1]
In English law English law is the legal system of England and Wales, and is the basis of common law legal systems used in most Commonwealth countriesand the United States . It was exported to Commonwealth countries while the British Empire was established and maintained, and it forms the basis of the jurisprudence of most of those countries. English law prior to, and therefore in the Commonwealth realms A Commonwealth realm is a sovereign state within the Commonwealth of Nations that has Elizabeth II as its monarch. The sixteen current realms have a combined land area of 18.8 million km² , and a population of 134 million; all but about two million live in the six most populous states, the United Kingdom, Canada, Australia, Papua New Guinea, New, a company is a form of body corporate A legal person is a legal entity through which the law allows a group of natural persons to act as if they were a single composite individual for certain purposes, or in some jurisdictions, for a single person to have a separate legal personality other than their own. This legal fiction does not mean these entities are human beings, but rather or corporation, generally registered under the Companies Acts United Kingdom company law is governed by the Companies Act 2006. The Insolvency Act 1986, the Company Directors Disqualification Act 1986 are also important statutes. It applies across the United Kingdom, and is highly influential within Europe and around the world or similar legislation. It does not include a partnership A partnership is an arrangement where entities and/or individuals agree to cooperate to advance their interests. In the most frequent instance, a partnership is formed between one or more businesses in which partners co-labor to achieve and share profits or losses or any other unincorporated group of persons.
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Meaning and etymology
A company can be defined as an "artificial person", with a discrete legal entity, perpetual succession and a common seal. It is not affected by the death, insanity or insolvency A business may be 'cash flow insolvent' but 'balance sheet solvent' if it holds illiquid assets, particularly against short term debt that it cannot immediately realise if called upon to do so. Conversely, a business can have negative net assets showing on its balance sheet but still be cash flow solvent if ongoing revenue is able to meet debt of an individual member.
The English word company has its origins in the Old French Old French was the Romance dialect continuum spoken in territories that span roughly the northern half of modern France and parts of modern Belgium and Switzerland from the 9th century to the 14th century. It is a direct descendent of Old Gallo-Romance. It was then known as the langue d'oïl to distinguish it from the langue d'oc (Occitan language, military term compaignie (first recorded in 1150), meaning a "body of soldiers",[2] originally taken from the Late Latin word companio "companion, one who eats bread with you", first attested in the Lex Salica as a calque of the Germanic The Germanic languages are a group of related languages that constitute a branch of the Indo-European language family. The common ancestor of all the languages in this branch is Proto-Germanic, spoken in approximately the mid-1st millennium BC in Iron Age northern Europe. Proto-Germanic, along with all of its descendants, is characterized by a expression *gahlaibo (literally, "with bread"), related to Old High German The term Old High German refers to the earliest stage of the German language and it conventionally covers the period from around 500 to 1050. Coherent written texts do not appear until the second half of the 8th century, and some treat the period before 750 as 'prehistoric' and date the start of Old High German proper to 750 for this reason. There galeipo "companion" and Gothic Gothic is an extinct Germanic language that was spoken by the Goths. It is known primarily from the Codex Argenteus, a 6th century copy of a 4th century Bible translation, and is the only East Germanic language with a sizable corpus. All others, including Burgundian and Vandalic, are known, if at all, only from proper names that survived in gahlaiba "messmate". By 1303, the word referred to trade guilds The earliest guilds were formed as confraternities of workers. They were organized in a manner something between a trade union, a cartel and a secret society. They often depended on grants of letters patent by an authority or monarch to enforce the flow of trade to their self-employed members, and to retain ownership of tools and the supply of. Usage of company to mean "business association" was first recorded in 1553 and the abbreviation "co." dates from 1769.
History
According to one source, "it may be formed by Act of Parliament, by Royal Charter, or by registration under company law (referred to as a limited liability or joint-stock company)."[3] In the United Kingdom, the main regulating laws are the Companies Act 1985 The Companies Act 1985 is an Act of the Parliament of the United Kingdom of Great Britain and Northern Ireland, enacted in 1985, which enabled companies to be formed by registration, and set out the responsibilities of companies, their directors and secretaries and the Companies Act 2006 The Companies Act 2006 is an Act of the Parliament of the United Kingdom of Great Britain and Northern Ireland regulating companies within that jurisdiction. It had the distinction of being the longest in British Parliamentary history: with 1,300 sections and covering nearly 700 pages, and containing no fewer than 15 schedules (The list of.[3] Reportedly, "a company registered under this Act has limited liability: its owners (the shareholders) have no financial liability in the event of winding up the affairs of the company, but they might lose the money already invested in it".[3] In the USA, companies are registered in a particular state—Delaware Delaware is located in the northeastern portion of the Delmarva Peninsula and is the second smallest state in area . Estimates in 2007 rank the population of Delaware as 45th in the nation, but 6th in population density, with more than 60% of the population in New Castle County. Delaware is divided into three counties. From north to south, these being especially favoured—and become Incorporated (Inc).[3]
In North America North America is the northern continent of the Americas, situated in the Earth's northern hemisphere and in the western hemisphere. It is bordered on the north by the Arctic Ocean, on the east by the North Atlantic Ocean, on the southeast by the Caribbean Sea, and on the west by the North Pacific Ocean; South America lies to the southeast, two of the earliest companies were The London Company The London Company was an English joint stock company established by royal charter by James I of England on October 26, 1606 with the purpose of establishing colonial settlements in North America. It was not founded as a joint stock company, but became one under the 1609 charter. It was one of two such as English colony, in 1610.[clarification (also called the Charter of the Virginia Company of London)—an English The area now called England has been settled by people of various cultures for about 35,000 years, but it takes its name from the Angles, one of the Germanic tribes who settled during the 5th and 6th centuries. England became a unified state in AD 927, and since the Age of Discovery, which began during the 15th century, has had a significant joint stock company A joint stock company is a type of business entity: it is a type of corporation or partnership involving two or more legal persons. Certificates of ownership (or stocks) are issued by the company in return for each financial contribution, and the shareholders are free to transfer their ownership interest at any time by selling their stockholding established by royal charter by James I of England James VI & I was King of Scots as James VI from 1567 to 1625, and King of England and Ireland as James I from 1603 to 1625 on April 10, 1606 with the purpose of establishing colonial settlements in North America North America is the northern continent of the Americas, situated in the Earth's northern hemisphere and in the western hemisphere. It is bordered on the north by the Arctic Ocean, on the east by the North Atlantic Ocean, on the southeast by the Caribbean Sea, and on the west by the North Pacific Ocean; South America lies to the southeast—and Plymouth Company The Plymouth Company was an English joint stock company founded in 1606 by James I of England with the purpose of establishing settlements on the coast of North America that was granted an identical charter as part of the Virginia Company The Virginia Company refers collectively to a pair of English joint stock companies chartered by James I on April 10 1606 with the purposes of establishing settlements on the coast of North America. The two companies, called the "Virginia Company of London" and the "Virginia Company of Plymouth" (or Plymouth Company) operated. The London Company was responsible for establishing the Jamestown Settlement Jamestown, located on Jamestown Island in the Virginia Colony, was founded on May 14, 1607. It is commonly regarded as the first permanent English settlement in what is now the United States of America, following several earlier failed attempts, including the Lost Colony of Roanoke. It was founded by the London Company , headquartered in London, the first permanent English settlement in the present United States in 1607, and in the process of sending additional supplies, inadvertently settled the Somers Isles, alias Bermuda Bermuda is a British overseas territory in the North Atlantic Ocean. Located off the east coast of the United States, its nearest landmass is Cape Hatteras, North Carolina, about 1,030 kilometres (640 mi) to the west-northwest. It is about 1,373 kilometres (853 mi) south of Halifax, Nova Scotia, Canada, and 1,770 kilometres (1,100 mi) northeast of, the oldest-remaining English colony, in 1609.
Types
- For a country-by-country listing, see Types of business entity There are many types of business entity defined in the legal systems of various countries. These include corporations, cooperatives, partnerships, sole traders, and other specialized types of organization. Some of these types are listed below, by country.
There are various types of company that can be formed in different jurisdictions, but the most common forms of company (generally formed by registration under applicable companies legislation) are:
- A company limited by guarantee In British and Irish company law, a private company limited by guarantee is an alternative type of corporation used primarily for non-profit organisations that require legal personality. A guarantee company does not usually have a share capital or shareholders, but instead has members who act as guarantors. The guarantors give an undertaking to. Commonly used where companies are formed for non-commercial purposes, such as clubs or charities. The members guarantee the payment of certain (usually nominal) amounts if the company goes into insolvent liquidation In law, liquidation is the process by which a company is brought to an end, and the assets and property of the company redistributed. Liquidation is also sometimes referred to as winding-up or dissolution, although dissolution technically refers to the last stage of liquidation. The process of liquidation also arises when customs, an authority or, but otherwise they have no economic rights in relation to the company. This type of company is common in England The area now called England has been settled by people of various cultures for about 35,000 years, but it takes its name from the Angles, one of the Germanic tribes who settled during the 5th and 6th centuries. England became a unified state in AD 927, and since the Age of Discovery, which began during the 15th century, has had a significant.
- A company limited by shares 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 and the Republic of Ireland. It has shareholders with limited liability and its shares may not be offered to the general public, unlike those of public limited companies. The most common form of company used for business ventures. Specifically, a limited company is a "company in which the liability of each shareholder is limited to the amount individually invested" with corporations being "the most common example of a limited company."[1] This type of company is common in England The area now called England has been settled by people of various cultures for about 35,000 years, but it takes its name from the Angles, one of the Germanic tribes who settled during the 5th and 6th centuries. England became a unified state in AD 927, and since the Age of Discovery, which began during the 15th century, has had a significant.
- 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, although provisions still exist in law for them to exist.[4]
- A limited-liability company A limited liability company or, more rarely, a company with limited liability (WLL), is a flexible form of business enterprise that blends elements of partnership and corporate structures. It is a legal form of business company, in the law of the vast majority of United States jurisdictions, that provides limited liability to its owners. Often. "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.[1]
- An unlimited company An unlimited company or private unlimited company is a hybrid company incorporated either with or without a share capital but where the liability of the members or shareholders is not limited - that is, they are liable to contribute whatever sums are required to pay the outstanding debts (if any) of the company should it ever go into formal with or without a share capital. A hybrid entity, a company where the liability of members or shareholders for the debts (if any) of the company are not limited.
Less commonly seen types of companies are:
- Companies formed by letters patent. Most corporations by letters patent are corporations sole In English law, a corporation sole is a legal entity consisting of a single incorporated office, occupied by a single ('sole') man or woman. This allows a corporation (usually a religious corporation) to pass vertically in time from one office holder to the next successor-in-office, giving the position legal continuity with each subsequent office and not companies as the term is commonly understood today.
- charter corporations In medieval Europe, royal charters were used to create cities . The date that such a charter was granted is considered to be when a city was "founded", regardless of when the locality originally began to be settled. Before the passing of modern companies legislation, these were the only types of companies. Now they are relatively rare, except for very old companies that still survive (of which there are still many, particularly many British banks), or modern societies that fulfil a quasi regulatory function (for example, the Bank of England The Bank of England is (despite its name) the central bank of the whole of the United Kingdom and is the model on which most modern, large central banks have been based. It was established in 1694 to act as the English Government's banker, and to this day it still acts as the banker for HM Government. The Bank was privately owned and operated from is a corporation formed by a modern charter).
- Statutory Companies. Relatively rare today, certain companies have been formed by a private statute passed in the relevant jurisdiction.
Note that "Ltd after the company's name signifies limited company, and PLC (public limited company A public limited company is a type of limited liability company in the United Kingdom and the Republic of Ireland (and other jurisdictions where companies law is derived from English law) which is permitted to offer its shares to the public) indicates that its shares are widely held."[3]
In legal parlance, 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 A mutual shareholder or stockholder is an individual or company that legally owns one or more shares of stock in a joint stock company. A company's shareholders collectively own that company and are the members of the company by signing the memorandum of association . Thus, the typical goal of such companies is to enhance shareholder value. In a company limited by guarantee, this will be the guarantors. Some offshore jurisdictions An offshore financial centre , although not precisely defined, is usually a small, low-tax jurisdiction specialising in providing the corporate and commercial services to non-residents in the form of offshore companies and the investment of offshore funds have created special forms of offshore company It is worth mentioning at this juncture that taxation of a company somewhere other than its place of incorporation is not by any means an exclusively offshore concept. By way of example consider a UK incorporated company which traded exclusively in France. If the board of directors of this company were based in France there would be no doubt that in a bid to attract business for their jurisdictions. Examples include "segregated portfolio companies A segregated portfolio company , sometimes referred to as a protected cell company, is a company which segregates the assets and liabilities of different classes (or sometimes series) of shares from each other and from the general assets of the SPC" 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 regulated stock 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.
See also
| Companies portal |
- Companies law
- Corporate law
- Corporation
- Guild
- Joint-stock company
- Leading firms by activity
- List of companies by revenue
- List of corporations by market capitalization
- List of oldest companies
- Loan guarantee
- Partnership
- Sole proprietorship
- Trust (law)
- Voluntary association
- Perpetual succession
References
- ^ a b c d Black's Law and lee Dictionary. Second Pocket Edition. Bryan A. Garner, editor. West. 2001.
- ^ Harper, Douglas. "company". Online Etymology Dictionary. http://www.etymonline.com/index.php?term=company.
- ^ a b c d e "Company." Crystal Reference Encyclopedia. Crystal Reference Systems Limited. 27 Nov. 2007. Reference.com
- ^ Companies Act 2006
Further reading
| Look up company in Wiktionary, the free dictionary. |
- Dignam, A and Lowry, J (2006) Company Law, Oxford University Press ISBN 978-0-19-928936-3.
- John Micklethwait and Adrian Wooldridge, The Company: a Short History of a Revolutionary Idea (New York: Modern Library, 2003)
Categories: Legal entities | Companies
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