NationMaster - Encyclopedia: Companies law

Companies law is the field of law concerning business and other organizations. This includes corporations, partnerships and other associations which usually carry on some form of economic or charitable activity. The most prominent kind of company, usually referred to as a "corporation", is a "juristic person", i.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. The largest companies are usually publicly listed on stock exchanges around the world, while private companies choose who their shareholders are. 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. Companies known as partnerships have a different system of voting, whereby the partners own and vote for who controls the company. 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. All different forms of companies depend on the particular law of the particular country in which they reside. Image File history File links Gnome-globe. ... Image File history File links Scale_of_justice. ... A sole proprietorship, or simply proprietorship, is a type of business entity which legally has no separate existence from its owner. ... 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) has elements of partnerships and corporations. ... For other uses, see Corporation (disambiguation). ... For other uses, see Coop. ... A Massachusetts business trust or MBT is a legal trust set up for the purposes of business in the state of Massachusetts. ... This article is about a U.S.-specific corporate form; for a general discussion of entities with limited liability, see corporation. ... The limited liability limited partnership (LLLP) is a relatively new modification of the limited partnership, a form of business entity recognized under US commercial law. ... A Series LLC is a special form of a Limited liability company that provides extra protection for personal assets comprised of multiple business entities. ... A Delaware corporation is a corporation chartered in the U.S. state of Delaware. ... 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. ... In British or Irish company law, a Limited Company is a person on its own right. ... 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. ... A community interest company (CIC) is a new type of company introduced by the United Kingdom government in 2005. ... For other uses of civil law, see civil law. ... Aktiebolag is the Swedish term for a corporation, i. ... Aktiengesellschaft (IPA: ; 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 Company. This reflects that the participants - or owners - are personally responsible for any outstanding debts the company would aquire. ... An Aktieselskab (abbreviated A/S) is the Danish name for a stock-based corporation. ... 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. ... OsakeyhtiÃ¶, directly translated as share corporation, is the Finnish equivalent of Limited company (Ltd or LLC) or Gesellschaft mit beschrÃ¤nkter Haftung (GmbH). ... S.A. is the abbreviation of SociÃ©tÃ© Anonyme in French, SpÃ³Å‚ka Akcyjna in Polish, Sociedad AnÃ³nima in Spanish, Sociedade AnÃ³nima in Portuguese, or Naamloze Venootschap (N.V.) in Dutch, generally designating corporations in various countries. ... Gesellschaft mit beschrÃ¤nkter 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 in which 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... 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 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 Rochdale Principles are a set of ideals for the operation of cooperatives. ... A contract is a legally binding exchange of promises or agreement between parties that the law will enforce. ... 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). ... For other uses, see Law (disambiguation). ... For other uses, see Corporation (disambiguation). ... 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. ... A juristic person is a legal fiction through which the law allows a group of natural persons to act as if it were a single composite individual for certain purposes. ... A shareholder or stockholder is an individual or company (including a corporation) that legally owns one or more shares of stock in a joint stock company. ... Limited liability (LL) is liability that is limited to a partner or investors investment. ... Corporations law or corporate law is the law concerning the creation and regulation of corporations. ... A shareholder or stockholder is an individual or company (including a corporation), that legally owns one or more shares of stock in a joint stock company. ... In the common law, 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 they have all invested. ... A Sole proprietorship is a business which legally has no separate existence from its owner. ...

[edit] Company forms

The law of business organizations originally derived from the common law of England, but has evolved significantly in the Twentieth Century. In common law countries today, the most commonly addressed forms are: This article concerns the common-law legal system, as contrasted with the civil law legal system; for other meanings of the term, within the field of law, see common law (disambiguation). ... For other uses, see England (disambiguation). ... (19th century - 20th century - 21st century - more centuries) Decades: 1900s 1910s 1920s 1930s 1940s 1950s 1960s 1970s 1980s 1990s The 20th century lasted from 1901 to 2000 in the Gregorian calendar (often from (1900 to 1999 in common usage). ...

Less commonly used business forms include: A sole proprietorship, or simply proprietorship, is a type of business entity which legally has no separate existence from its owner. ... 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. ... 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) has elements of partnerships and corporations. ... For other uses, see Corporation (disambiguation). ... The initialism LLC has multiple meanings: Limited liability company Logical Link Control landlocked country Life-Limited Component This page expands a three-character combination which might be any or all of: an abbreviation, an acronym, an initialism, a word in English, or a word in another language. ... It has been suggested that this article or section be merged into Nonprofit. ...

The proprietary limited company is a statutory business form unique to Australia. The limited liability limited partnership (LLLP) is a relatively new modification of the limited partnership, a form of business entity recognized under US commercial law. ... A Series LLC is a special form of a Limited liability company that provides extra protection for personal assets comprised of multiple business entities. ... It has been suggested that this article or section be merged into Limited liability company. ... 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. ...

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. For other uses, see Coop. ... A credit union is a co-operative financial institution that is owned, controlled and administered by its members. ... 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. For other uses of civil law, see civil law. ... Gesellschaft mit beschrÃ¤nkter Haftung (GmbH or GesmbH) is a type of legal entity created in Germany in 1892. ... Aktiengesellschaft (IPA: ; abbreviated AG) is a German term that refers to a corporation that is limited by shares, i. ... S.A. is the abbreviation of SociÃ©tÃ© Anonyme in French, SpÃ³Å‚ka Akcyjna in Polish, Sociedad AnÃ³nima in Spanish, Sociedade AnÃ³nima in Portuguese, or Naamloze Venootschap (N.V.) in Dutch, generally designating corporations in various countries. ...

[edit] US companies law

In the United States, corporations are generally incorporated, or organized, under the laws of a particular state. 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.S. are Delaware corporations.^[1] The federal laws of the United States and local law may also be applicable sources of corporate law. Incorporation (abbreviated Inc. ... Federal courts Supreme Court Circuit Courts of Appeal District Courts Elections Presidential elections Midterm elections Political Parties Democratic Republican Third parties State & Local government Governors Legislatures (List) State Courts Local Government Other countries Atlas US Government Portal A U.S. state is any one of the fifty subnational entities of... For information on the type of fish called Lawyer, see the article on Burbot. ... A Delaware corporation is a corporation chartered in the U.S. state of Delaware. ... Federal law is the body of law created by the federal government of a nation. ...

[edit] 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, and it may be that they were becoming more aware of that variety than we are today. Some were clearly distinguished by the interests which they were intended to promote and perpetuate: 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, at least one early American legal thinker saw 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. 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. 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. 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. Ronald Harry Coase (b. ... Limited liability (LL) is liability that is limited to a partner or investors investment. ... Agency is an area of commercial law dealing with a contractual or quasi-contractual tripartite set of relationships when an Agent is authorized to act on behalf of another <No it is not. ...

[edit] 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. 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. // A law school is an institution where future lawyers obtain legal degrees. ... Agency is an area of law dealing with a contractual or quasi-contractual relationship between at least two parties in which one, the principal, authorizes the other, the agent, to represent her or his legal interests and to perform legal acts that bind the principal. ... For other uses, see Stock (disambiguation). ...

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. ...

[edit] See also

Government seeks 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 mis-management, or because of wrongful acts. Business ethics is a form of the art of applied ethics that examines ethical principles and moral or ethical problems that can arise in a business environment. ... A corporation sole in English law is a legal entity consisting of a single person (sole). This allows the corporation to pass vertically from one holder of a position to the next, giving the position legal continuity. ... In criminology, corporate crime refers to crimes either committed by a corporation, i. ... 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. ... A juristic person is a legal fiction through which the law allows a group of natural persons to act as if it were a single composite individual for certain purposes. ...

[edit] Notes

[edit] References

[edit] External links

Categories: Articles with limited geographic scope | Types of companies | Legal entities | Business organizations | Business law | Corporations law | Law and economics | Finance For other uses, see Law (disambiguation). ... For other uses, see Law (disambiguation). ... Administrative law in the United States often relates to, or arises from, so-called independent agencies- such as the Federal Trade Commission (FTC). Here is FTCs headquarters in Washington D.C. Administrative law (or regulatory law) is the body of law that arises from the activities of administrative agencies... The term criminal law, sometimes called penal law, refers to any of various bodies of rules in different jurisdictions whose common characteristic is the potential for unique and often severe impositions as punishment for failure to comply. ... A contract is a legally binding exchange of promises or agreement between parties that the law will enforce. ... Not to be confused with torte, an iced cake. ... This article or section does not cite any references or sources. ... This law-related article does not cite its references or sources. ... The Court of Chancery, London, early 19th century This article is about the concept of equity in the jurisprudence of common law countries. ... International law deals with the relationships between states, or between persons or entities in different states. ... Conflict of laws, or private international law, or international private law is that branch of international law and interstate law that regulates all lawsuits involving a foreign law element, where a difference in result will occur depending on which laws are applied as the lex causae. ... Supranational law is a form of international law, based on the limitation of the rights of sovereign nations between one another. ... Image File history File links Scale_of_justice_2. ... For other uses, see Law (disambiguation). ... Labour law (American English: labor) or employment law is the body of laws, administrative rulings, and precedents which addresses the legal rights of, and restrictions on, working people and their organizations. ... Human rights law is a system of laws, both domestic and international which is intended to promote human rights. ... Legal procedure is the body of law and rules used in the administration of justice in the court system, including such areas as civil procedure, criminal procedure, appellate procedure, administrative procedure, labour procedure, and probate. ... The law of evidence governs the use of testimony (e. ... Nationality law is the branch of a countrys legal system wherein legislation, custom and court precendent combine to define the ways in which that countrys nationality and citizenship are transmitted, acquired or lost. ... Family Law was a television drama starring Kathleen Quinlan as a divorced lawyer who attempted to start her own law firm after her lawyer husband took all their old clients. ... In the common law, a will or testament is a document by which a person (the testator) regulates the rights of others over his property or family after death. ... Commercial law (sometimes known as business law) is the body of law which governs business and commerce. ... Corporations law or corporate law is the law concerning the creation and regulation of corporations. ... For the 2006 film, see Intellectual Property (film). ... The following analysis is based on English law. ... Restitution is the name given to a form of legal relief in which the plaintiff recovers something from the defendant that belongs, or should belong, to the plaintiff. ... Tax law is the codified system of laws that describes government levies on economic transactions, commonly called taxes. ... Bank regulations are a form of government regulation which subject banks to certain requirements, restrictions and guidelines, aiming to uphold the soundness and integrity of the financial system. ... Antitrust redirects here. ... Consumer protection is a form of government regulation which protects the interests of consumers. ... Environmental law is a body of law, which is a system of complex and interlocking statutes, common law, treaties, conventions, regulations and policies which seeks to protect the natural environment which may be affected, impacted or endangered by human activities. ... International law deals with the relationships between states, or between persons or entities in different states. ... Admiralty law (also referred to as maritime law) is a distinct body of law which governs maritime questions and offenses. ... Military law is a distinct legal system to which members of armed forces are subject. ... Products liability is the area of law in which manufacturers, distributors, suppliers, retailers, and others who make products available to the public are held responsible for the injuries those products cause. ... World distribution of major legal traditions The three major legal systems of the world today consist of civil law, common law and religious law. ... This article concerns the common-law legal system, as contrasted with the civil law legal system; for other meanings of the term, within the field of law, see common law (disambiguation). ... For other uses of civil law, see civil law. ... In the religious sense, law can be thought of as the ordering principle of reality; knowledge as revealed by God defining and governing all human affairs. ... It has been suggested that this article or section be merged with Socialist Legality. ... To meet Wikipedias quality standards, this article or section may require cleanup. ... This article is about law in society. ... Legal history is a term that has at least two meanings. ... For the jurisprudence of courts, see Case law. ... Law and economics, or economic analysis of law is an approach to legal theory that applies methods of economics to law. ... An approach to law stressing the actual social effects of legal institutions, doctrines, and practices and vice versa. ... For other uses, see Law (disambiguation). ... The Politics series Politics Portal This box: In the law, the judiciary or judicial system is the system of courts which administer justice in the name of the sovereign or state, a mechanism for the resolution of disputes. ... A legislature is a type of representative deliberative assembly with the power to adopt laws. ... The Politics series Politics Portal This box: This article is about the sociological concept. ... A lawyer is a person licensed by the state to advise clients in legal matters and represent them in courts of law and in other forms of dispute resolution. ... The Politics series Politics Portal This box: Civil society is composed of the totality of voluntary civic and social organizations and institutions that form the basis of a functioning society as opposed to the force-backed structures of a state (regardless of that states political system) and commercial institutions. ...

Encyclopedia > Companies law

Contents