Business law
Business organizations
Basic forms:
Sole proprietorship
Corporation
Partnership (General · Limited · LLP)
Cooperative
USA:
Business trust · LLC · LLLP Delaware corporation Nevada corporation
UK/Commonwealth:
Limited company (By shares · By guarantee) (Public · Proprietary)
Civil law countries:
AB · AG · ANS · A/S · A/S
K.K. · N.V. · OY · S.A. · GmbH
European Company Statute
Doctrines
Corporate governance
Limited liability · Ultra vires
Business judgment rule
De facto corporation and corporation by estoppel
Piercing the corporate veil
Related areas of law
Contract · Civil procedure

An Aktieselskab (abbreviated A/S) is the Danish name for a stock-based corporation. An Aktieselskab can be both publicly traded and private. The shareholders of an Aktieselskab is not personally liable for the debts of the company. Image File history File links Scale_of_justice. ... Commercial law or business law is the body of law which governs business and commerce and is often considered to be a branch of civil law and deals both with issues of private law and public law. ... Business organizations is an area of law that covers the broad array of rules governing the formation and operation of different kinds of entities by which individuals can organize to do business. ... A sole proprietorship is a business which legally has no separate existence from its owner. ... A corporation is a legal person which, while being composed of natural persons, exists completely separately from them. ... A partnership is a type of business entity in which partners share with each other the profits or losses of the business undertaking in which all have invested. ... This article needs to be wikified. ... 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 one or more limited partners (LPs). ... A limited liability partnership (LLP) is a form of business organization combining elements of partnerships and corporations. ... Co-op redirects here. ... A Massachusetts business trust or MBT is a legal trust set up for the purposes of business in the state of Massachusetts. ... A limited liability company (denoted by L.L.C. or LLC) is a legal form of business company in the United States offering limited liability to its owners. ... This article or section does not cite its references or sources. ... A Delaware corporation is a corporation chartered in the state of Delaware in the United States. ... It has been suggested that this article or section be merged into Nevada. ... It has been suggested that this article or section be merged into Limited liability company. ... A limited company by shares (limited or Ltd. ... A Company Limited by Guarantee (CLG) is a private company that does not have shareholders or share capital. ... The initials PLC after a UK or Irish company name indicate that it is a public limited company, a type of limited company whose shares may be offered for sale to the public. ... A Proprietary limited company or abbreviated as under Australian law is a business structure that has at least one shareholder with a limited number of shares. ... Civil law is the predominant system of law in the world, with its origins in Roman law, and sets out a comprehensive system of rules, usually codified, that are applied and interpreted by judges. ... Aktiebolag is the Swedish term for a corporation, i. ... The German term Aktiengesellschaft (IPA /aktsiəngəzεlʃaft/) (abbreviated AG) means a corporation which is limited by shares, , owned by shareholders. ... An ansvarlig selskap is a Norwegian personal responsibility company model, mainly used in small-to-medium businesses, which translates directly into Responsible Company. This reflects that the participants - or owners - are personally responsible for any outstanding debts the company would aquire. ... An aksjeselskap is the Norwegian term for a stock-based corporation. ... Business corporation ) is a type of corporation ) defined under Japanese law. ... The term Naamloze Vennootschap (usually abbreviated NV) is the Dutch terminology for a public limited liability company. ... Osakeyhtiö, directly translated as share corporation, is the Finnish equivalent of Limited company (Ltd or LLC) or Gesellschaft mit beschränkter Haftung (GmbH). ... S.A. is the abbreviation of Société Anonyme in French, Spółka Akcyjna in Polish, Sociedad Anónima in Spanish, Sociedade Anónima in Portuguese, or Naamloze Venootschap (N.V.) in Dutch, generally designating corporations in various countries. ... Gesellschaft mit beschränkter Haftung (GmbH or GesmbH) is a type of legal entity created in Germany in 1892. ... The Council Regulation on the Statute for a European Company of the European Union (adopted October 8, 2001; OJ L 294, 10 November 2001, pp. ... Corporate governance is the set of processes, customs, policies, laws and institutions affecting the way a corporation is directed, administered or controlled. ... Limited liability (LL) is liability that is limited to a partner or investors investment. ... Ultra vires is a Latin phrase that literally means beyond the power. ... The business judgment rule is a case law-derived concept in Corporations law whereby a court will refuse to review the actions of a corporations board of directors in managing the corporation unless there is some allegation of conduct that (1) violates (a) the directors duty of care, (b... De facto corporation and corporation by estoppel are both terms that are used by courts to describe circumstances in which is a business organization that has failed to become a de jure corporation (a corporation by law) will nonetheless be treated as a corporation, thereby shielding shareholders from liability. ... The corporate law concept piercing (Lifting) the corporate veil describes a legal decision where an officer, director, or shareholder of a corporation is held liable for the debts of the corporation despite the general principle that those persons are immune from suits in contract or tort that otherwise would only... The examples and perspective in this article or section may not represent a worldwide view. ... 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 a criminal action). ... It has been suggested that shareholder be merged into this article or section. ... A corporation is a legal person which, while being composed of natural persons, exists completely separately from them. ...

Liability

The shareholders of an Aktieselskab is not liable for the debt of the company. This can be used to protect the assets of the company against creditors by making a group of companies. If an A/S is being owned by a holding company (typically another A/S) the profit from the production company can be transfered to the holding company. Since there is no liability for the owners of an A/S, creditors from the production company will not be able to claim the profit in case of bankrupcy. Professional creditors like banks are protecting themselves from this by demanding that the holding company guarantees for the debts of the production company. A holding 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. ... Notice of closure stuck on the door of a computer store the day after its parent company, Granville Technology Group Ltd, declared bankruptcy (strictly, administration - see text) in the UK. Bankruptcy is a legally declared inability or impairment of ability of an individual or organization to pay their creditors. ...

Formation of an A/S

The formation of an Aktieselskab follows five steps:

• The signing of a memorandum of association which must contain a draft of the articles of association of the company.
• Subscription for shares and payment of the share capital. The share capital must be greater than 500.000 DKK.
• Resolution to form the company at the first general meeting.
• Notification concerning the formation to the Danish Commerce and Company Agency.
• Registration of the company.

An Aktieselskab can only acquire rights or incur obligations as a company when it has been registered at the Danish Commerce and Company Agency.

The share capital

The share capital registered at the Danish Commerce and Companies Agency must be at least 500.000 DKK. The capital can come from contributions of cash or other assets. The Danish krone is the currency used in Denmark and the Danish dependency of Greenland. ...

If half of the capital is lost the board of directors has to convene a general meeting within six months.

The board of directors

An Aktieselskab has to have a board of directors of at least three members. Members of the board can be elected for a period of up to four years depending on the articles of association. In relation to a company, a director is an officer of the company charged with the conduct and management of its affairs. ...

The board members are usually elected at the general meeting. The articles of association may confer upon public authorities or any third party the right to appoint one or more members of the board of directors. In companies with a staff of more than 35 employees on average over the last three years the employees are entitled to elect among themselves a number of members of the board of directors equally to half of the members of the board of directors elected by the shareholders or appointed by third parties.

See also

• Anpartsselskab (another Danish type of corporation equivalent to the limited liability company)
• Aktiebolag (the corresponding concept in Sweden)
• Aksjeselskap (the corresponding concept in Norway)
• Aktiengesellschaft (the corresponding term in Germany)
• Public limited company (the corresponding concept in the UK and in Ireland)
• S. A. (the corresponding concept in France, Spain and other Romanic countries)
• Naamloze Vennootschap (the corresponding concept in the Netherlands)
• Osakeyhtiö (the corresponding concept in Finland)
• Limited liability company

Acoustic parking system Active protection system, a system to protect tanks from anti-tank guided missiles Advanced Photo System, a photographic film format Alt Preset Standard, a popular setting for the mp3 decoder LAME Alternative Press Syndicate American Philatelic Society American Philosophical Society American Physical Society American Political Systems, high... Aktiebolag is the Swedish term for a corporation, i. ... An aksjeselskap is the Norwegian term for a stock-based corporation. ... The German term Aktiengesellschaft (IPA /aktsiəngəzεlʃaft/) (abbreviated AG) means a corporation which is limited by shares, , owned by shareholders. ... The initials PLC after a UK or Irish company name indicate that it is a public limited company, a type of limited company whose shares may be offered for sale to the public. ... S.A. is the abbreviation of Société Anonyme in French, Spółka Akcyjna in Polish, Sociedad Anónima in Spanish, Sociedade Anónima in Portuguese, or Naamloze Venootschap (N.V.) in Dutch, generally designating corporations in various countries. ... The term Naamloze Vennootschap (usually abbreviated NV) is the Dutch terminology for a public limited liability company. ... Osakeyhtiö, directly translated as share corporation, is the Finnish equivalent of Limited company (Ltd or LLC) or Gesellschaft mit beschränkter Haftung (GmbH). ... A limited liability company (denoted by L.L.C. or LLC) is a legal form of business company in the United States offering limited liability to its owners. ...

External links

The Danish Public Companies Act - An english translation of the Danish Aktieselskabslov.