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Encyclopedia > Corporate entity

A corporation is a legal entity (distinct from a natural person) that often has similar rights in law to those of a natural person. Civil law systems may refer to corporations as "moral persons;" they may also go by the name "AS" (anonymous society) or something similar, depending on language (see below). A legal entity or artificial person is a legal construct with legal rights or duties such as the legal capacity to enter into contracts and sue or be sued. ... In jurisprudence, a natural person is a human being perceptible through the senses and subject to physical laws, as opposed to an artificial person, i. ... Law (a loanword from Old Norse lag), in politics and jurisprudence, is a set of rules or norms of conduct which mandate, proscribe or permit specified relationships among people and organizations, provide methods for ensuring the impartial treatment of such people, and provide punishments for those who do not follow... Civil law has at least three meanings. ...


The word "corporation" derives from the Latin corpus (body), representing a "body of people"; that is, a group of people authorized to act as an individual (Oxford English Dictionary). The word universitas also used to refer to a group of people but now refers specifically to a group of scholars (see University). In the United Kingdom and Republic of Ireland, the term corporation was also used for the local government body in charge of a borough. This style was replaced in most cases with the term council in the United Kingdom in 1973, and in the Republic of Ireland in 2001. The sole exception is the Corporation of London which retains the title. Latin is the language originally spoken in the region around Rome called Latium. ... The Oxford English Dictionary (OED) is a comprehensive multi-volume dictionary published by the Oxford University Press (OUP). ... A university is an institution of higher education and of research, which grants academic degrees. ... Pronounced Burrow, or Bo-raw. ... A Council is a group of people who usually possess some powers of governance. ... Arms of the City of London as shown on Blackfriars station. ...


However, in colloquial usage "corporation" usually refers to a commercial entity set up in accordance with a governmental framework. Business refers to at least three closely related commercial topics. ... A government (from the Greek Κυβερνήτης kubernites - steersman, governor, pilot, or rudder) is an organization that has the power to make and enforce laws for a certain territory. ...


Churches, interest groups (both can form as not-for-profit corporations or can exist as voluntary associations), cities and townships (often chartered as public corporations), among others, may also have historically lengthy corporate identities. A Not-for-profit corporation is a corporation created by statute, government or judicial authority that does not issue stock. ... Association is the following: A voluntary association (also sometimes called an association) is a group of individuals who voluntarily enter into an agreement, explicit or implicit, to form or act as a body (or organization) to accomplish a purpose. ... Literally a public company is a company owned by the public. ...

Contents


The corporation simply as a legally separate entity

Older corporate entities gained incorporation as "the person/people of xx". This reflected the people who made up the "body" and also emphasised their legal identity. The law classifies a corporation either as a corporation sole (one person) or as a corporation aggregate (any other number). A corporation sole in English law is a legal entity consisting of a single person. ... A corporation aggregate, in English law, is a body corporate consisting of two or more people. ...


Examples include (the link gives the legal name; the nickname appears in brackets with the nature of the corporation)

Using strict definitions, universities and colleges count as corporations since they merely comprise groups of people. The Bank of England is the central bank of the United Kingdom, sometimes known as The Old Lady of Threadneedle Street or The Old Lady. The Bank of England Functions of the bank It performs all the recognized functions of a central bank -- to maintain price stability, and subject to... The University of Cambridge is the second-oldest university in the English-speaking world. ... Today Harvard College is the undergraduate portion of Harvard University. ... Helen Clark, Prime Minister New Zealand is a constitutional monarchy with a parliamentary democracy. ... Arms of the Archbishop of Canterbury The Archbishop of Canterbury is the most senior bishop of the state Church of England and of the worldwide Anglican Communion, outranking the other English archbishop, the Archbishop of York. ... Christ Church, called in Latin Ædes Christi (i. ... A college (Latin collegium) can be the name of any group of colleagues; originally it meant a group of people living together under a common set of rules (con-, together + leg-, law). As a consequence members of colleges were originally styled fellows and still are in some places. ...


Corporations in some jurisdictions do not need to make reference to their membership. For example:

Modern usage tends not to refer to the membership when incorporating corporations. This article is an overview article about the Crown chartered British Broadcasting Corporation formed in 1927. ... J Sainsbury plc is the parent company of Sainsburys Supermarkets Ltd, commonly known as Sainsburys, which is a chain of supermarkets in the United Kingdom. ... Exterior appearance of typical supermarket (Albertsons) Supermarket produce section A supermarket is a store that sells a wide variety of goods including food and alcohol (where permitted), medicine, clothes, and other household products that are consumed regularly. ...


Legal status

Within the official framework, a corporation, or in some jurisdictions a company, forms a legal, artificial entity with or without shareholders. In common law countries, the classic statement of this principle is found in Lennard's Carrying Co Ltd v Asiatic Petroleum Co Ltd [1915], where Lord Haldane said: 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. ... 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). ...

"My Lords, a corporation is an abstraction. It has no mind of its own any more than it has a body of its own; its active and directing will must consequently be sought in the person of somebody who is really the directing mind and will of the corporation, the very ego and centre of the personality of the corporation."

Humans, trusts, other corporations or other legal entities can hold shares. When no stockholders exist, a corporation may exist as a "non-stock corporation", a "membership corporation", or similar — this second type of corporation counts as a not-for-profit corporation. In either category, the corporation comprises a collective of individuals with a distinct legal status and with special privileges not vouchsafed to ordinary unincorporated businesses, to voluntary associations, or to groups of individuals. Corporations receive a charter from a state, and become regulated by the laws enacted by that state. The law of the state in which a corporation operates (if different from the state in which it originates) will generally regulate its activities. The term trust has several meanings: In sociology, trust is the willingly acceptance of one persons power to affect another. ... In finance a share is a unit of account for various financial instruments including stocks, mutual funds, limited partnerships, and REITs. ... A Not-for-profit corporation is a corporation created by statute, government or judicial authority that does not issue stock. ... Collectivism, in general, is a term used to describe a theoretical or practical emphasis on the group, as opposed to (and seen by many of its opponents to be at the expense of) the individual. ... A voluntary association (also sometimes called just an association) is a group of individuals who voluntarily enter into an agreement to form a body (or organization) to accomplish a purpose. ... A state is an organized political community occupying a definite territory, having an organized government, and possessing internal and external sovereignty. ...


Certain jurisdictions do not allow the use of the word "company" alone to denote corporate status, since the word "company" may refer to a partnership or to a sole proprietorship, or even, archaically, to a group of not necessarily related people (for example, those staying in a tavern). 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. ...


Comments

Terms like those on the list above, known as words of limitation, obviously vary by jurisdiction and language. Their use puts all persons on constructive notice that they have to deal with an entity whose liability remains limited, in the sense that it does not reach back to the persons who constitute the entity; one can only collect from whatever assets the entity still controls at the time one obtains a judgment against it. Constructive notice is a legal fiction used in the law of both common law and civil law systems to signify that a person or entity is legally presumed to have knowledge of something, even if they have no actual knowledge of it. ... In the most general sense, a liability is anything that is a hinderance, or puts one at a disadvantage. ...


Generally speaking, any corporation, whether domestically created or foreign (from another jurisdiction) must register in order to conduct business in that jurisdiction. As part of this registration, it must designate the principal address of the corporation (where to contact it in the event of legal process). Business refers to at least three closely related commercial topics. ...


The law typically views a corporation as a fictional person, a legal person, or a moral person (as opposed to a natural person); United States law recognises this as corporate personhood. Under such a doctrine (obviously a legal fiction), a corporation enjoys many of the rights and obligations of individual citizens, such as the ability to own property, sign binding contracts, pay taxes, have certain constitutional rights, and otherwise participate in society. (Note that corporations do not possess all the rights appertaining to individuals: in most jurisdictions, for example, a corporation cannot vote.) In jurisprudence, a natural person is a human being perceptible through the senses and subject to physical laws, as opposed to an artificial person, i. ... Corporate personhood is a term used to describe the legal fiction used within United States law that a corporation has a limited number or subset of the same constitutional rights as does a human being. ... In the common law, legal fictions, are suppositions of fact taken to be true by the courts of law, but which are not necessarily true. ... For the direction right, see left and right or starboard. ... An obligation can be legal or moral. ... Citizenship is membership in a political community (originally a city but now a state), and carries with it rights to political participation; a person having such membership is a citizen. ... // Use of the term The concept of property or ownership has no single or universally accepted definition. ... A contract is any legally-enforceable promise or set of promises made by one party to another and, as such, reflects the policies represented by freedom of contract. ... A tax is an involuntary fee paid by individuals or businesses to a government. ... ...


Typically, a board of directors governs a corporation; that board has a fiduciary duty to look after the interests of the corporation. The corporate officers such as the CEO, president, treasurer, and other titled officers — manage the affairs of the corporation. A board of directors is a group of individuals chosen by the stockholders of a company to promote their interests through the governance of the company. ... A fiduciary is a person who occupies a position of trust in relation to someone else such that he is required to act for the latters benefit within the scope of that relationship. ... In US military usage, a company officer is an US Army or US Marine commissioned officer below the rank of Major (abbreviated as MAJ): a Second Lieutenant (2LT), a (first) Lieutenant (1LT), or a Captain (CPT). ... Chief Executive Officer (CEO) is the job of having the ultimate executive responsibility or authority within an organization or corporation. ... President is a title held by many leaders of organizations, companies, universities, and countries. ... In many governments, a treasurer is the person responsible for running the treasury. ... Management (from Old French ménagement the art of conducting, directing, from Latin manu agere to lead by the hand) characterises the process of leading and directing all or part of an organization, often a business, through the deployment and manipulation of resources (human, financial, material, intellectual or intangible). ...


Benefits of forming a corporation

The most salient features of incorporation include: Incorporation is: In business, incorporation is the creation of a corporation. ...

  1. Limited Liability. Unlike in a partnership, stockholders of a corporation hold no liability for the corporation's debts and obligations. As a result their "limited" potential losses cannot exceed the amount which they paid for the stock. Not only does this allow corporations to engage in risky enterprises, but limited liability also forms the basis for trading in corporate stock. Without the limitation on the amount that an investor can lose, the time and effort required to determine whether the stock could wipe the investor out would render the stock market very illiquid (as one can observe in the very illiquid market for partnership interests). A lender can, however, require a personal guarantee on a loan to a corporation, thus introducing personal liability.
  2. Perpetual Lifetime. The assets and structure of the corporation exist beyond the lifetime of any of its shareholders, officers or directors. This allows for stability of capital, which thus becomes available for investment in projects of a larger size and over a longer term than if the corporate assets remained subject to dissolution and distribution. This feature also had great importance in the medieval period, when land donated to the Church (a corporation) would not generate the feudal fees that a lord could claim upon a landholder's death. In this regard, see Statute of Mortmain.

Risk is the potential harm that may arise from some present process or from some future event. ... Capital has a number of related meanings in economics, finance and accounting. ... Investment is a term with several closely-related meanings in finance and economics. ... The Middle Ages formed the middle period in a traditional schematic division of European history into three ages: the classical civilization of Antiquity, the Middle Ages, and modern times, beginning with the Renaissance. ... Land is sometimes used synonymously with country. ... The Statute of Mortmain was an enactment by King Edward I of England aimed at preserving the kingdoms revenues by preventing land from passing into the possession of the Church. ...

Origins

Early corporations of the commercial sort — such as the Dutch East India Company—formed under frameworks (set up by governments of states) to undertake tasks which appeared too risky or too expensive for individuals or governments to embark upon. Such corporations came to play a large part in the history of corporate colonialism. Dutch colonial possessions, with the Dutch East India Company possessions marked in a paler green, surrounding the Indian Ocean plus Saint Helena in the mid-Atlantic. ... A state is an organized political community occupying a definite territory, having an organized government, and possessing internal and external sovereignty. ... Corporate colonialism relates to the involvement of corporate bodies in the practice of colonialism or imperialism. ...


Corporations have been present in some forms, however, as far back as Ancient Rome. Although devoid of some of the core characteristics by which corporations are known today, they nonetheless were enterprises, sanctioned by the state, with a form of shareholders who invested money for a specific purpose.


With the collapse of the Roman Empire, the rise of Christianity and the influx Germanic tribes, the Roman conception of the corporation merged with other views. Germanic tribes for example, maintained that a group entity in and of itself could have a separate identity from that of its members. The Roman Empire is the term conventionally used to describe the Ancient Roman polity in the centuries following its reorganization under the leadership of Octavian (better known as Caesar Augustus). ... Christianity is the worlds largest religion. ...


These influences came together in the body of canon law built around the conception of the church as corporate structure in the Middle Ages. Different theories of the church as corporate body were favored by different individuals but all agreed on one key component: that the church was more than just its members and could maintain an exsistence perpetually, regardless of the death of any individual member. This together with discussion as to the relationship between the head of a corporation (such as the Pope) and its members contributed not only to the development of modern corporations and corporate theory but also set the stage for many ideas that would come to fruition during the enlightenment.


Kenneth Pomeranz, an economic historian, argues that the need to perform pseudo-governmental operations (such as the waging of war) accounts for the development of this economic structure in Europe but not in China or in the Middle East. Kenneth Pomeranz is a professor and the chair of the history department at the University of California, Irvine in the US. He received his Ph. ... War is a state of widespread conflict between states, organisations, or relatively large groups of people, which is characterised by the use of violent, physical force between combatants or upon civilians. ... A satellite composite image of Europe Europe is geologically and geographically a peninsula, forming the westernmost part of Eurasia. ... A map showing countries commonly considered to be part of the Middle East The Middle East is a region comprising the lands around the southern and eastern parts of the Mediterranean Sea, a territory that extends from the eastern Mediterranean Sea to the Persian Gulf. ...


The alleged oldest commercial corporation in the world, the Stora Kopparberg mining community in Falun, Sweden, reportedly obtained a charter from King Magnus Eriksson in 1347. Stora Enso Oyj (NYSE: SEO) is a Finnish–Swedish pulp and paper manufacturer, formed by the merger of Swedish mining and forestry products company Stora and Finnish forestry products company Enso in 1998. ... The El Chino Mine located near Silver City, New Mexico is an open-pit copper mine Mining is the extraction of valuable minerals or other geological materials from the earth, usually (but not always) from an ore body, vein, or (coal) seam. ... Falun is a Municipality in Dalarna County, in central Sweden. ... A charter is a document bestowing certain rights on a town, city, university or institution. ... A monarch is a type of ruler or head of state. ... Sigillum ad causas for Magnus II of Sweden Magnus II Ericson, Magnus VII of Norway, (1316 - 1377), King of Sweden, Norway and Terra Scania, son of Duke Eric and Ingeborg, daughter of Hakon V of Norway. ... -1...


Non-profit organizations

Main article: non-profit organization A non-profit organization (often called non-profit org or simply non-profit or not-for-profit) is an organization whose primary objective is something other than the generation of profit. ...


In modern economic systems, the corporate conventions of governance commonly appear in a wide variety of business and non-profit activities. Though the laws governing these creatures of statute often differ, the courts often interpret provisions of the law that apply to profit-making enterprises in the same manner (or in a similar manner) when applying principles to non-profit organizations — as the underlying structures of these two types of entity often resemble each other. A non-profit organization (often called non-profit org or simply non-profit or not-for-profit) is an organization whose primary objective is something other than the generation of profit. ... A statute is a formal, written law of a country or state, written and enacted by its legislative authority, perhaps to then be ratified by the highest executive in the government, and finally published. ...


National features

There are various types of corporations throughout the world. There are various types of corporations throughout the world. ...


United States

In the United States, several corporate forms exist; the name of "corporation" generally applies to a business, run for profit, to which one of the states of the United States (or other governmental body with that power, including Congress and Puerto Rico) has granted a corporate charter. The federal government of the United States usually does not grant corporate charters to businesses (exceptions include public corporations such as the United States Postal Service and Amtrak). American corporations typically charter as a Delaware Corporation in Delaware, which charges no tax on activities outside the state and has courts experienced in commercial law. Corporations set up for privacy or asset protection often charter in Nevada, which allows setting them up with no record of who owns them. Business refers to at least three closely related commercial topics. ... A U.S. state is any one of the 50 states which have membership of the federation known as the United States of America (USA or U.S.). The separate state governments and the U.S. federal government share sovereignty. ... A charter is a document bestowing certain rights on a town, city, university or institution. ... ... The United States Postal Service (USPS) is the United States government organization responsible for providing postal service in the United States, and it is generally referred to as the post office. ... Amtrak is the trademark name of the intercity passenger train system created on May 1, 1971 in the United States. ... A Delaware corporation is a corporation chartered in the state of Delaware in the United States. ... State nickname: The First State Other U.S. States Capital Dover Largest city Wilmington Governor Ruth Ann Minner Official languages None Area 6,452 km² (49th)  - Land 5,068 km²  - Water 1,387 km² (21. ... 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. ... Privacy is the ability of an individual or group to stop information about themselves from becoming known to people other than those they choose to give the information to. ... State nickname: Silver State, Battle Born State (official) Other U.S. States Capital Carson City Largest city Las Vegas Governor Kenny Guinn Official languages None Area 286,367 km² (7th)  - Land 284,396 km²  - Water 1,971 km² (0. ...


Historically, most U.S. states issued charters for fixed lengths of time (for example, a manufacturing corporation might receive a charter good for 40 years), and only by an act of the legislature. In theory, a limited charter forced corporations to remain accountable to government (that is, to the community) for the special privileges granted to them. Investors protested that it actually led to unhealthy amounts of political payoffs and graft. Most states now charter unlimited-term corporations for a small fee, and possibly for a yearly tax. Accountability has several meanings and is the subject of a broad debate in American governance. ...


Canada

In Canada both the federal government and the provinces have corporate statutes, and thus a corporation may have a provincial or a federal charter. Many older corporations in Canada stem from Acts of Parliament passed before the introduction of general corporation law. Canada consists of ten provinces and three territories. ... In Westminster System parliaments, an Act of Parliament is a part of the law passed by the Parliament. ...


Related topics

A Bylaw (sometimes also seen as By-Law or ByLaw) is a rule governing the internal management of an organization, such as a business corporation. ... 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. ... Corporate governance is the method by which a corporation is directed, administered or controlled. ... A Delaware corporation is a corporation chartered in the state of Delaware in the United States. ... A preferred stock, also known as a preferred share or simply a preferred, is a share of stock carrying additional rights above and beyond those conferred by common stock. ...

Multinational corporations

Following on the success of the corporate model at a national level, many corporations have become transnational or multinational corporations: growing beyond national boundaries to attain sometimes remarkable positions of power and influence in the process of globalising. A multinational corporation (MNC) or multinational enterprise (MNE) or transnational corporation (TNC) is one that spans multiple nations; these corporations are often very large. ... Globalization is a term used to describe the changes in societies and the world economy that are the result of dramatically increased trade and cultural exchange. ...


The typical "transnational" or "multinational" may fit into a web of overlapping ownerships and directorships, with multiple branches and lines in different regions, many such sub-groupings comprising corporations in their own right. Growth by expansion may favour national or regional branches; growth by acquisition or merger can result in a plethora of groupings scattered around and/or spanning the globe, with structures and names which do not always make clear the structures of ownership and interaction. In engineering, the term acquisition has the following meanings: 1. ... The phrase mergers and acquisitions or M&A refers to the aspect of corporate finance strategy and management dealing with the merging and acquiring of different companies as well as assets. ...


In the spread of corporations across multiple continents, the importance of corporate culture has grown as a unifying factor and a counterweight to local national sensibilities and cultural awareness. Organizational Culture refers to the values, beliefs and customs of an organization. ...


Dynamics of a public corporation

The institution most reference when they use the word "Corporation", such as in the movie The Corporation, is a publicly traded corporation. Most of the largest businesses in the world are publicly traded corporations. Publicly traded corporations have some distinct properties which shape the way they act, and which then shape the societies which they are a part of: The Corporation movie poster The Corporation is a 2003 documentary film which analyses and critiques the modern day corporation as a concept and an institution, and examines its impact on society and the world at large. ...

  • In general, management of publicly traded corporations are thought to have a fiduciary duty to always increase the amount of profit made. This is because the owners of the corporation, the stockholders, are interested in "buying low and selling high", and the main driver in the long term of a rising stock price is increasing profits (and the perception that the profits will continue to increase). Most corporations have set their entire focus and pay of all management to this focus, via things like stock options and other bonuses. Thus neither stockholders nor management are primarily concerned about how large or profitable a corporation currently is, but how much more profitable it can become. Critics of corporations say that this drive for increasing profitability puts pressure on corporations to break the bounds of morality and do things like harm the environment.
  • Since the focus of management and the stockholders is usually the concept of "buy low, sell high", and the current price of the stock of a company is primarily influenced by the level of belief in sustained future growth, corporations will often engage in actions designed primarily to increase this belief. For example, Altria Group (formerly Philip Morris) has been criticized by some for being a gigantic corporation owning a large number of brands sold in US stores. Yet, as said before, both the stockholders and management are only secondarily concerned with how big the company is. Some of its lines of business, such as the US tobacco business, are thought to be risky and have little potential for profit growth, while the majority of its other businesses are thought to be stable and contain potential for quick future growth. The dim prospects of the tobacco segment, however, are thought to disproportionately weigh down the stock price of the entire company. Thus, management is seriously considering splitting the company, for the primary reason of allowing each segment to be valued properly, which they feel will make the separate stock prices higher than the combined stock prices.

A stock option is a specific type of option with a stock as the underlying instrument (the security that the value of the option is based on). ... Altria Group, Inc. ... Species N. glauca N. longiflora N. rustica N. sylvestris N. tabacum Ref: ITIS 30562 as of 2002-08-28 Tobacco () is a broad-leafed plant of the nightshade family, indigenous to North and South America, whose dried and cured leaves are often smoked (see tobacco smoking) in the form of...

Corporate taxation

In the United States

In the US, business corporations owe taxes according to several different categories. The United States Internal Revenue Service classifies organizations as associations (taxable as corporations), partnerships (not limited to common-law partnerships) or trusts ("ordinary trusts"). [see 26 CFR §§301.7701-2 through 301.7701-4] The Internal Revenue Service (IRS) is the United States government agency that collects taxes and enforces the tax laws. ...


The United States federal taxation system recognises two types of corporations for taxation purposes:


C-Corp — The most common form of corporation, the C-corporation has few ownership restrictions and must pay corporate taxes; all publicly traded corporations have C-corporation status. C-corporations pay income taxes just as an individual does, and C-corporations do not receive a deduction on dividends they pay to stockholders. This leads to the so-called "double-taxation" of corporate profits: a given profit becomes subject to income tax twice, once at the corporate level, as an item of income, and once at the stockholder level, as a dividend. Corporate tax refers to direct taxes charged by various jurisdictions on the profits made by companies or associations. ... A dividend is the distribution of profits to a companys shareholders. ...


S-Corp — Commonly used by small business proprietors, the S-corporation pays no corporate taxes, but instead passes profits and losses directly to its owners (the stockholders) who declare such profits and losses as part of their personal taxable income. In this manner S-coporations resemble partnerships, although some subtle differences in taxation exist. As a result, S-corporations do not become subject to the "double-taxation" that C-corporations must endure. However, not all corporations qualify for S-corporation treatment. An S-corporation must generally have no more than 75 stockholders, all of them natural persons (not other corporations or entities), and all of them residing in the United States; moreover, the S-corporation can only issue a single class of stock. A small business may be defined as a business with a small number of employees. ... Corporate tax refers to direct taxes charged by various jurisdictions on the profits made by companies or associations. ... Income tax is a direct tax which is levied on the income of private individuals. ... In jurisprudence, a natural person is a human being perceptible through the senses and subject to physical laws, as opposed to an artificial person, i. ...


Other related types of commercial entity

Partnerships, limited partnerships, and limited liability partnerships

A partnership comprises a contractual agreement between individuals and/or corporations which share profits and losses. It resembles a sole proprietorship, but it has multiple members, each called a "partner". A partnership does not constitute a separate entity and the partners all retain liability for the debts of each fellow-partner (if contracted to on behalf of the partnership). Usually a partnership will not survive the death of one of the partners (though it may undergo reorganization at that time). 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 contract is any legally-enforceable promise or set of promises made by one party to another and, as such, reflects the policies represented by freedom of contract. ... A Sole proprietorship is a business which legally has no separate existence from its owner. ...


A partnership can have general partners and limited partners (also known as "silent partners"). General partners retain liability for all of the debts and obligations of the partnership. Limited partners, on the other hand, retain liability only for the amounts they have specifically agreed to contribute to the partnership pursuant to the partnership agreement.


A U.S. limited liability partnership (LLP) comprises a partnership composed entirely of limited partners without any general partner. For historical reasons most U.S. jurisdictions restrict limited liability partnership to associations of learned professionals such as lawyers and doctors. However, this restriction has become fairly meaningless, since a limited liability company can achieve the same legal result. A professional works to receive payment for an activity (as a profession), which usually requires expertise and carries with it socially significant mores and folkways. ... 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). ...


Limited Liability Partnership (UK)

The UK Limited Liability Partnership (LLP) was introduced by the Limited Liability Partnerships (2000) Act with effect from 6 April 2001. April 6 is the 96th day of the year in the Gregorian calendar (97th in leap years). ... 2001 is a common year starting on Monday of the Gregorian calendar. ...


The UK LLP is not legally a partnership but is in fact a body corporate. A UK Limited Liability Partnership has members rather than partners, and a Limited Liability Partnership Agreement governs its activities. There is not even a requirement for this agreement to be in writing since simple default provisions based upon partnership principles apply by way of default.


The UK LLP has collective limited liability, so that Members cannot lose more than they have invested in the LLP.


Two or more Designated Members are responsible for complying with administrative provisions such as the maintenance and filing of Annual Accounts — where standards are based upon UK Companies Law.


For tax purposes the LLP is tax transparent which means that the UK Inland Revenue treats it as though it is a partnership, and no corporate taxes are therefore payable.


The UK LLP is based upon the earlier implementation by Jersey of an LLP form. The difference being that in Jersey, as in many other jurisdictions, partnerships may have a separate legal existence whereas in England and Wales they do not, which means that partnerships cannot legally own property nor contract in their own name. For this reason it was necessary to make the UK LLP a body corporate.


The UK LLP is probably the simplest, most flexible and effective corporate body yet devised.


Limited liability Company

The limited liability company (LLC) resembles a partnership in that it provides a very flexible structure. A limited liability company has members, rather than partners; and an operating agreement (rather than a partnership agreement) governs its activities. Otherwise an LLC very much resembles a partnership in that the members can contractually arrange in the operating agreement for the management and economic provisions that they wish. A Limited liability company (denoted by L.L.C. or LLC) is a type of legal entity which has only relatively recently been made possible to establish in the United States and many other, mainly anglophone, countries. ...


Many lawyers and businesspersons prefer the limited liability company form of taxation because of its extreme flexibility and favorable tax treatment. A businessman (sometimes businesswoman, female; or businessperson, gender neutral) is a generic term for a wide range of people engaged in profit-oriented enterprises, generally the management of a company. ...


Business trusts

One other type of business entity can exist: the business trust, most often used as a vehicle for investment purposes. Only a few jurisdictions allow for the creation of business trusts, most notably Massachusetts; many mutual funds function as Massachusetts business trusts. In many jurisdictions the business trust has become popular as a vehicle for investing in real estate, forming real estate investment trusts or REITs (pronounced reets). State nickname: Bay State Other U.S. States Capital Boston Largest city Boston Governor Mitt Romney Official languages English Area 27,360 km² (44th)  - Land 20,317 km²  - Water 7,043 km² (25. ... A mutual fund enables investors to pool their money and place it under professional investment management. ... Real estate is a legal term that encompasses land along with anything permanently affixed to the land, such as buildings. ... A Real Estate Investment Trust or REIT (rhymes with feet) is a specialized form of investment company in the United States that effectively allows its (usually public) investors to share the ownership of a group of real estate properties. ...


Taxation of non-corporate entities

Since 1996, United States partnerships and limited liability companies have had the right to elect whether the United States government will treat them as corporations or as "flow-through" entities under the IRS' check-the-box regulations (see form 8832). The income tax assessment process does not treat a flow-through entity as a person for income tax purposes; instead it divides its income and loss (and every other tax attribute) among its partners, who report them proportionately to the IRS. Some limits exist on an entity's ability to elect flow-through treatment: most importantly, a publicly traded company cannot elect flow-through treatment; in practice this means that publicly traded corporations remain subject to a more stringent tax régime than do closely held companies. 1996 is a leap year starting on Monday of the Gregorian calendar, and was designated the International Year for the Eradication of Poverty. ... . The Internal Revenue Service (IRS) is the United States government agency that collects taxes and enforces the tax laws. ...


Unresolved issues

The nature of the corporation continues to evolve, both through existing corporations pushing new ideas and structures, and governments regulating them in response to new situations. A current question is that of diffused responsibility: for example, if the corporation is found liable for a death, then how should the blame and punishment for this be allocated across the shareholders, directors, management and staff of the corporation? The present law diffuses this responsibility. One may think that the owners of the business - the shareholders - should be ultimately responsible for such circumstances, but the modern corporation may have many millions of small-scale shareholders who know nothing about its business activities. Worse still, traders - especially hedge funds - may rapidly turn over their partial ownership of a corporation many times a day. One suggestion is that the directors should be passed the burden of moral and legal responsibility as part of their job of representing the shareholders. This is currently an active area of debate. Traders was a Canadian television drama series, which aired on Global Television Network from 1995 to 2000. ... The term hedge fund dates back to the first such fund founded by Alfred Winslow Jones in 1949. ... Generally a director is a person or one of a body of persons appointed to manage the affairs of a government agency, company, corporation, group or project. ...


Quotes

  • Corporations have neither bodies to be punished, nor souls to be condemned, they therefore do as they like.Lord Thurlow
  • The opinion of the Court, after mature deliberation, is that this [a corporate charter] is a contract, the obligation of which cannot be impaired without violating the Constitution of the United States. —Chief Justice John Marshall, Dartmouth College v. Woodward (1819).

Edward Thurlow, 1st Baron Thurlow (9 December 1731 - 12 September 1806), Lord Chancellor of Great Britain, was born at Bracon Ash, in the county of Norfolk. ... Ambrose Gwinnett Bierce (born June 24, 1842, Meigs County, Ohio, USA – date of death uncertain, possibly December 1913 or early 1914, presumably in Mexico) was an American satirist, and critic, short story writer, editor and journalist. ... The Devils Dictionary, by Ambrose Bierce, was originally a newspaper serialization that offered an interesting reinterpretation of the English language in which cant and political double-talk were neatly lampooned. ... Portrait of Chief Justice John Marshall John Marshall (September 24, 1755–July 6, 1835), Chief Justice of the United States and principal founder of American constitutional law and the Supreme Court of the United States power of judicial review. ... Trustees of Dartmouth College vs. ... 1819 was a common year starting on Friday (see link for calendar). ...

See also

Corporate personhood is a term used to describe the legal fiction used within United States law that a corporation has a limited number or subset of the same constitutional rights as does a human being. ... The concept of the corporate state developed under the context of Fascism in Mussolinis Italy as a means of regulating industrial relations. ... Corporation refers to all different kinds of fraternities and sororities worldwide. ... The term corporatism has different meanings in different contexts. ... Corperia Corperia is a state of corporate evolution whereby a corporation fails to recognize the social consequences of its relentless pursuit of profit, acting without regard for humanity. ... Corporate governance is the method by which a corporation is directed, administered or controlled. ... A corporate haven is a jurisdiction with laws friendly to corporations thereby encouraging them to choose that jurisdiction as a legal domicile. ... A conglomerate is a large company that consists of divisions of seemingly unrelated businesses. ... A guild is an association of persons of the same trade or pursuits, formed to protect mutual interests and maintain standards of morality or conduct. ... Incorporation is: In business, incorporation is the creation of a corporation. ... A Limited liability company (denoted by L.L.C. or LLC) is a type of legal entity which has only relatively recently been made possible to establish in the United States and many other, mainly anglophone, countries. ... Megacorp is a term popularized by William Gibson derived from the combination of the prefix mega- with an abbreviation of the word corporation. ... 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 shelf corporation, also called an aged corporation, is a corporation that has had no activity. ... A tax haven is a place where certain taxes are levied at a low rate or not at all. ... Venture capital is a general term to describe financing for startup and early stage businesses as well as businesses in turn around situations. ...

Lists

This is an incomplete list of companies. ...

Documentary

  • The Corporation (a 2003 documentary film about "today's dominant institution")

The Corporation movie poster The Corporation is a 2003 documentary film which analyses and critiques the modern day corporation as a concept and an institution, and examines its impact on society and the world at large. ...

External links

  • Corporation Law — Definitions & Articles
  • Gangs of America by Ted Nace — A free book on historical and legal bases of Corporations
  • Learn More about HCFA Regulations and solutions — A software solution to complying with HCFA Regulations
  • POCLAD — Program on Corporations, Law, and Democracy
  • Corporate Information — Definition of Terms

  Results from FactBites:
 
Corporation - Wikipedia, the free encyclopedia (4271 words)
Generally, a corporation files articles of incorporation with the government, laying out the general nature of the corporation, the amount of stock it is authorized to issue, and the names and addresses of directors.
If a corporation operates outside its home state, it is often required to register with other governments as a foreign corporation, and is almost always subject to laws of its host state pertaining to employment, crimes, contracts, civil actions, and the like.
The oldest corporation in the United States, and the oldest in North America, is the President and Fellows of Harvard College (also known as the Harvard Corporation), chartered in 1650.
agora - millon (7910 words)
Once the corporation could be thought of as a distinct person born of private initiative rather than state action, the lure of metaphor might have encouraged legal theorists to take the further step of assimilating this person to a natural human being.
The success of the natural entity metaphor had itself depended on changes in political thought (even as it was used to influence politics), and as uncertainties in that realm emerged, so too were they bound to emerge in the area of corporate theory.
Corporate policies that aimed to benefit nonshareholder constituencies at the shareholders' expense (such as corporate philanthropy or wages that were higher than market rates) amounted to a tax levied on the shareholders' wealth.
  More results at FactBites »


 
 

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