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A corporation is a legal entity (technically, a juristic person) which has a legal personality distinct from those of its members. A corporation is a type of legal entity, often formed to conduct business. ...
Corporate may refer to either A corporation, a type of legal entity, often formed to conduct business Corporate (film), a 2006 Bollywood film starring Bipasha Basu. ...
Image File history File links Scale_of_justice_2. ...
Companies law is the field of law concerning business and other organizations. ...
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. ...
This article is about a U.S.-specific corporate form; for a general discussion of entities with limited liability, see corporation. ...
An S corporation or S-corp, for US federal tax purposes, is a corporation that makes a valid election to be taxed under Subchapter S of Chapter 1 of the Internal Revenue Code. ...
A C corporation (or C corp. ...
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. ...
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. ...
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. ...
The Council Regulation on the Statute for a European Company of the European Union (adopted October 8, 2001; OJ L 294, 10/11/2001, pp. ...
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. ...
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. ...
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). ...
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. ...
The defining legal rights and obligations of a corporation consist of the capacities (i) to sue and to be sued, (ii) to have assets, (iii) to employ agents, (iv) to engage in contracts, and (v) to make by-laws governing its internal affairs.[1] Other legal rights and obligations may be assigned to the corporation by governments or courts. These are often controversial.[2] 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. ...
Stewart Kyd, the author of the first treatise on corporate law in English, defined a corporation as "a collection of many individuals united into one body, under a special denomination, having perpetual succession under an artificial form, and vested, by policy of the law, with the capacity of acting, in several respects, as an individual, particularly of taking and granting property, of contracting obligations, and of suing and being sued, of enjoying privileges and immunities in common, and of exercising a variety of political rights, more or less extensive, according to the design of its institution, or the powers conferred upon it, either at the time of its creation, or at any subsequent period of its existence."[citation needed]
Currently, the modern business corporation is the dominant type of corporation. In addition to its legal personality, the modern business corporation has at least three other legal characteristics: (i) transferable shares (shareholders can change without affecting its status as a legal entity), (ii) perpetual succession capacity (its possible continued existence despite shareholders' death or withdrawal), (iii) and limited liability (including, but not limited to: the shareholders' limited responsibility for corporate debt, insulation from judgments against the corporation, shareholders' amnesty from criminal actions of the corporation, and, in some jurisdictions, limited liability for corporate officers and directors from criminal acts by the corporation).[3]
The modern business corporation's prevalence often obscures the fact that for years other corporate entities existed, before the emergence of the modern business corporation, for example, church, educational and charity corporations. Investors and entrepreneurs often form joint stock companies and then incorporated them to facilitate conducting business; as this business entity now is prevalent, the term corporation often is used to specifically refer to such business corporations. Corporations may also be formed for local government (municipal corporation), political, religious, and charitable purposes (not-for-profit corporation), or for government programs (government-owned corporation). As a generic legal term, 'corporation' means any group of persons with a legal personality. Historically, the modern business corporation emerged from the blending of the traditional corporation with the joint-stock company. A joint stock company (JSC) is a type of business partnership in which the capital is formed by the individual contributions of a group of shareholders. ...
A Municipal Corporation is a legal defintion for a local governing body, including (but not necessarily limited to) cities, counties, and towns. ...
It has been suggested that this article or section be merged into Nonprofit. ...
A government corporation or government-owned corporation is a legal entity created by a government to exercise some of the powers of the government. ...
[edit] Legal status The existence of a corporation requires a special legal framework and body of law that specifically grants the corporation legal personality, and typically views a corporation as a fictional person, a legal person, or a moral person (as opposed to a natural person). As such, corporate statutes typically give corporations the ability to own property, sign binding contracts, pay taxes in a capacity that is separate from that of its shareholders (who are sometimes referred to as "members".)
The legal personality has two economic implications. First it grants creditors priority over the corporate assets upon liquidation. Second, corporate assets cannot be withdrawn by its shareholders, nor can the assets of the firm be taken by personal creditors of its shareholders. The second feature requires special legislation and a special legal framework, as it cannot be reproduced via standard contract law.[4]
In common law countries, classic statement of this principle is found in Lennard's Carrying Co Ltd v Asiatic Petroleum Co Ltd [1915] AC 705, where Lord Haldane said: 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). ...
Lennards Carrying Co Ltd v Asiatic Petroleum Co Ltd 1915 AC 705 is a famous decision by the House of Lords on the ability to impose liability upon the a corporation. ...
- "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."
The regulations most favorable to incorporation include: Incorporation (abbreviated Inc. ...
- Limited liability
- Unlike in a partnership or sole proprietorship, shareholders of a modern business corporation have "limited" liability for the corporation's debts and obligations.[5] As a result their potential losses cannot exceed the amount which they contributed to the corporation as dues or paid for shares. Limited liability regulations enable corporations to socialize their costs for the primary benefit of shareholders. The economic rationale for this lies in the fact that it allows anonymous trading in the shares of the corporation by virtue of eliminating the corporation's creditors as a stakeholder in such a transaction. Without limited liability, a creditor would not likely allow any share to be sold to a buyer of at least equivalent creditworthiness as the seller. Limited liability further allows corporations to raise tremendously more funds for enterprises by combining funds from the owners of stock. Limited liability reduces the amount that a shareholder can lose in a company. This in turn greatly reduces the risk for potential shareholders and increases both the number of willing shareholders and the amount they are likely to invest.
- Perpetual lifetime
- Another favorable regulation, the assets and structure of the corporation exist beyond the lifetime of any of its shareholders, bondholders, or employees. This allows for stability and accumulation 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. It is important to note that the "perpetual lifetime" feature is an indication of the unbounded potential duration of the corporation's existence, and its accumulation of wealth and thus power. (In theory, a corporation can have its charter revoked at any time, putting an end to its existence as a legal entity. However, in practice, dissolution only occurs for corporations that request it or fail to meet annual filing requirements.)
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 sole proprietorship, or simply proprietorship, is a type of business entity which legally has no separate existence from its owner. ...
In the most general sense, a liability is anything that is a hindrance, or puts individuals at a disadvantage. ...
See stock (disambiguation) for other meanings of the term stock A stock, also referred to as a share, is commonly a share of ownership in a corporation. ...
In business and accounting an asset is anything owned, whether in possession or by right to take possession, by a person or a group acting together, e. ...
Dissolution is also the term for the legal process by which an adoption is reversed. ...
Winding up redirects here. ...
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. ...
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. ...
[edit] Ownership and control Persons and other legal entities composed of persons (such as trusts and other corporations) can have the right to vote or share in the profit of corporations. In the case of for-profit corporations, these voters hold shares of stock and are thus called shareholders or stockholders. When no stockholders exist, a corporation may exist as a non-stock corporation, and instead of having stockholders, the corporation has members who have the right to vote on its operations. If the non-stock corporation is not operated for profit, it is called 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 provided to ordinary unincorporated businesses, to voluntary associations, or to groups of individuals. A trust company is normally owned by one of three types of structures; an independent partnership, a bank, or a law firm, each of which specialize in being a trustee of various kinds of trusts, and managing estates. ...
In financial markets, a share is a unit of account for various financial instruments including stocks, mutual funds, limited partnerships, and REITs. ...
A non-stock corporation is a corporation that does not have owners represented by shares of stock. ...
It has been suggested that this article or section be merged into Nonprofit. ...
A voluntary association (also sometimes called an unincorporated association, or just an association) is a group of individuals who voluntarily enter into an agreement to form a body (or organization) to accomplish a purpose. ...
For the purposes of the next few paragraphs, the term "members" will be used to refer to stockholders of a stock corporation and members of a non-stock corporation.
There are two broad classes of corporate governance forms in the world. In most of the world, control of the corporation is determined by a board of directors which is elected by the shareholders. In some jurisdictions, such as Germany, the control of the corporation is divided into two tiers with a supervisory board which elects a managing board. Germany is also unique in having a system known as co-determination in which half of the supervisory board consists of representatives of the employees. Chairman of the Board redirects here. ...
A Supervisory board is a group of individuals chosen by the stockholders of a company to promote their interests through the governance of the company and to supervise and control the executive directors and CEO. Germany In Germany the Aufsichtsrat or Supervisory Board is composed of 11 non-executive directors...
Co-determination (also: codetermination) is a practice whereby the employees have a role in management of a company. ...
The CEO, president, treasurer, and other titled officers are usually chosen by the board to manage the affairs of the corporation. Chief Executive Officer (CEO) is the job of having the ultimate executive responsibility or authority within an organization or corporation. ...
In addition to the influence of shareholders, corporations can be controlled (in part) by creditors such as banks. In return for lending money to the corporation, creditors can demand a controlling interest analogous to that of a member, including one or more seats on the board of directors. In some jurisdictions, such as Germany and Japan, it is standard for banks to own shares in corporations whereas in other jurisdictions such as the United States and the United Kingdom banks are prohibited from owning shares in external corporation.
Members of a corporation (except for non-profit corporations) are said to have a "residual interest." Should the corporation end its existence, the members are the last to receive its assets, following creditors and others with interests in the corporation. This can make investment in a corporation risky; however, a diverse investment portfolio minimizes this risk. In addition, shareholders receive the benefit of limited liability regulations, making shareholders liable for only the amount they contributed. This only applies in the case of for-profit corporations; non-profits are not allowed to have residual benefits available to the members.
[edit] Formation Historically, corporations were created by special charter of governments. Today, corporations are usually registered with the state, province, or national government and become regulated by the laws enacted by that government. Registration is the main prerequisite to the corporation's assumption of limited liability. As part of this registration, it must in many cases be required to designate the principal address of the corporation as well as a registered agent (a person or company that is designated to receive legal service of process). As part of the registration, it may also be required to designate an agent or other legal representative of the corporation depending on the filing jurisdiction. It has been suggested that this article be split into multiple articles accessible from a disambiguation page. ...
In the United States, a registered agent is a business or individual designated to receive service of process (SOP) when a business entity is a party in a legal action such as a lawsuit or summons. ...
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. ...
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. Once the articles are approved, the corporation's directors meet to create bylaws that govern the internal functions of the corporation, such as meeting procedures and officer positions. The Articles of Incorporation (sometimes also referred to as the Certificate of Incorporation or the Charter) are the primary rules governing the management of a corporation, and are filed with a state or other regulatory agency. ...
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. ...
The law of the jurisdiction in which a corporation operates will regulate most of its internal activities, as well as its finances. 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. A foreign corporation is an existing corporation that is registered to do business in a jurisdiction (such as a U.S. State, or a country) other than the one where it was originally incorporated. ...
This article is about work. ...
A contract is a legally binding exchange of promises or agreement between parties that the law will enforce. ...
A lawsuit is a civil action brought before a court in order to recover a right, obtain damages for an injury, obtain an injunction to prevent an injury, or obtain a declaratory judgment to prevent future legal disputes. ...
[edit] Naming See Types of corporations for a full list. It has been suggested that Types of companies be merged into this article or section. ...
Corporations generally have a distinct name. Historically, some corporations were named after their membership: for instance, "The President and Fellows of Harvard College." Nowadays, corporations in most jurisdictions have a distinct name that does not need to make reference to their membership. In Canada, this possibility is taken to its logical extreme: many smaller Canadian corporations have no names at all, merely numbers based on their Provincial Sales Tax registration number (e.g., "12345678 Ontario Limited"). In Canada there are three types of sales taxes: provincial sales taxes, the federal GST and the HST in Atlantic Canada. ...
In most countries, corporate names include the term "Corporation", or an abbreviation that denotes the corporate status of the entity. These terms vary by jurisdiction and language. In some jurisdictions they are mandatory, and in others they are not.[6] 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 hindrance, or puts individuals at a disadvantage. ...
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). 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 sole proprietorship, or simply proprietorship, is a type of business entity which legally has no separate existence from its owner. ...
[edit] Unresolved issues The nature of the corporation continues to evolve in response to new situations as existing corporations promote new ideas and structures, the courts respond, and governments issue new regulations. A question of long standing is that of diffused responsibility. For example, if a corporation is found liable for a death, how should culpability and punishment for it be allocated among shareholders, directors, management and staff, and the corporation itself? See corporate liability, and specifically, corporate manslaughter. In the criminal law, corporate liability determines the extent to which a corporation as a fictitious person can be liable for the acts and omissions of the natural persons it employs. ...
Corporate manslaughter is a term in English law for an act of homicide committed by a company. ...
The law differs among jurisdictions, and is in a state of flux. Some argue that shareholders should be ultimately responsible in such circumstances, forcing them to consider issues other than profit when investing, but a corporation may have millions of small shareholders who know nothing about its business activities. Moreover, traders — especially hedge funds — may turn over shares in corporations many times a day.[7]The issue of corporate repeat offenders (see H. Glasbeak, "Wealth by Stealth: Corporate Crime, Corporate Law, and the Perversion of Democracy" (Between the Lines Press: Toronto 2002) raises the question of the so-called "death penalty for corporations."[8] A hedge fund is a private investment fund charging a performance fee and typically open to only a limited range of qualified investors. ...
[edit] Origins
[edit] Etymology 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 Great Britain and 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 Britain in 1970s local government reform, and in the Republic of Ireland in the 1990s. The sole exceptions are the City of London Corporation and Laugharne Corporation. The Oxford English Dictionary print set The Oxford English Dictionary (OED) is a dictionary published by the Oxford University Press (OUP), and is the most successful dictionary of the English language, (not to be confused with the one-volume Oxford Dictionary of English, formerly New Oxford Dictionary of English, of...
For the community in Florida, see University, Florida. ...
Look up Borough in Wiktionary, the free dictionary. ...
A city council is the most common style of legislative government in a city or town. ...
The Corporation of London is the municipal governing body of the City of London. ...
Dylan Thomass boathouse and the Heron-Priested Shore Laugharne (Welsh: Talacharn) is a town in Carmarthenshire, Wales, lying on the estuary of the River Tâf. ...
[edit] Pre-modern corporations Corporations have been present in some forms as far back as ancient India and ancient Rome. Although devoid of some of the core characteristics by which corporations are known today, they nonetheless were enterprises with a form of shareholders who invested money for a specific purpose. Such corporations in the Roman Empire were sanctioned by the state, while such corporations in the Maurya Empire were mostly private commercial entities.[9] Economic history of India, in the sense of the meaning of the term economic in its current sense, is at least 5,000 years old. ...
Ancient Rome was a civilization that grew from a small agricultural community founded on the Italian Peninsula circa the 9th century BC to a massive empire straddling the Mediterranean Sea. ...
For other uses, see Roman Empire (disambiguation). ...
A representation of the Lion Capital of Ashoka, which was erected around 250 BCE. It is the emblem of India. ...
With the collapse of the Roman Empire, 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.
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 existence 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. ...
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 (sole). This allows the corporation to pass vertically from one holder of a position to the next, giving the position legal continuity. ...
A corporation aggregate, in English law, is a body corporate consisting of two or more people. ...
[edit] Development of modern commercial corporations Early corporations of the commercial sort were 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. The alleged oldest commercial corporation in the world, the Stora Kopparberg mining community in Falun, Sweden, obtained a charter from King Magnus Eriksson in 1347. Many European nations chartered corporations to lead colonial ventures, such as the Dutch East India Company or the Hudson's Bay Company, and these corporations came to play a large part in the history of corporate colonialism. Image File history File links Stora_Kopparberg_1288. ...
Image File history File links Stora_Kopparberg_1288. ...
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. ...
is the 167th day of the year (168th in leap years) in the Gregorian calendar. ...
Events February 22 - Nicholas IV becomes Pope. ...
Image File history File links Vereinigte_Ostindische_Compagnie_bond. ...
Image File history File links Vereinigte_Ostindische_Compagnie_bond. ...
Look up bond in Wiktionary, the free dictionary. ...
This article is about the trading company. ...
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. ...
For the spiritual practice, see Falun Gong Falun, IPA /fÉ‘Ëlʉn/, is a city in central Sweden, in the province of Dalarna at . ...
It has been suggested that this article be split into multiple articles accessible from a disambiguation page. ...
Sigillum ad causas for Magnus II of Sweden Magnus II Ericson, Magnus VII of Norway, (1316 – December 1, 1377), King of Sweden, Norway, and Terra Scania, son of Duke Eric Magnusson of Sweden and Ingeborg, daughter of Haakon V of Norway. ...
This article is about the trading company. ...
Hudsons Bay Company (HBC; Compagnie de la Baie dHudson in French) is the oldest commercial corporation in North America and is one of the oldest in the world. ...
Corporate colonialism relates to the involvement of corporate bodies in the practice of colonialism or imperialism. ...
In the United States, government chartering began to fall out of vogue in the mid-1800s. Corporate law at the time was focused on protection of the public interest, and not on the interests of corporate shareholders. Corporate charters were closely regulated by the states. Forming a corporation usually required an act of legislature. Investors generally had to be given an equal say in corporate governance, and corporations were required to comply with the purposes expressed in their charters. Many private firms in the 19th century avoided the corporate model for these reasons (Andrew Carnegie formed his steel operation as a limited partnership, and John D. Rockefeller set up Standard Oil as a trust). Eventually, state governments began to realize the greater corporate registration revenues available by providing more permissive corporate laws. New Jersey was the first state to adopt an "enabling" corporate law, with the goal of attracting more business to the state.[10] Delaware followed, and soon became known as the most corporation-friendly state in the country after New Jersey raised taxes on the corporations, driving them out. New Jersey reduced these taxes after this mistake was realized, but by then it was too late; even today, most major public corporations are set up under Delaware law. Andrew Carnegie (last name properly pronounced , but often )[1] (November 25, 1835 – August 11, 1919) was a Scottish industrialist, businessman, a major philanthropist, and the founder of Pittsburghs Carnegie Steel Company which was later merged with Elbert H. Garys Federal Steel Company and several smaller companies to create...
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). ...
John Davison Rockefeller, Sr. ...
Standard Oil was a predominant integrated oil producing, transporting, refining, and marketing company. ...
A trust or business trust was a form of business entity used in the late 19th century with intent to create a monopoly. ...
This article is about the U.S. state. ...
This article is about the U.S. State of Delaware. ...
The 20th century saw a proliferation of enabling law across the world, which some argue helped to drive economic booms in many countries before and after World War I (the advantage to the overall economy of enabling laws must, however, be viewed in light of the success of Carnegie Steel and Standard Oil, the economic stimulus of the war, the flourishing of the automotive sector, and other major economic drivers). Starting in the 1980s, many countries with large state-owned corporations moved toward privatization, the selling of publicly owned services and enterprises to corporations. Deregulation -- reducing the public-interest regulation of corporate activity -- often accompanied privatization as part of an ideologically laissez-faire policy. Another major postwar shift was toward development of conglomerates, in which large corporations purchased smaller corporations to expand their industrial base. Japanese firms developed a horizontal conglomeration model, the keiretsu, which was later duplicated in other countries as well. While corporate efficiency (and profitability) skyrocketed, small shareholder control was diminished and directors of corporations assumed greater control over business, contributing in part to the hostile takeover movement of the 1980s and the accounting scandals that brought down Enron and WorldCom following the turn of the century. This article does not adequately cite its references or sources. ...
Deregulation is the process by which governments remove, reduce, or simplify restrictions on business and individuals in order to (in theory) encourage the efficient operation of markets. ...
Laissez-faire is short for laissez faire, laissez passer, a French phrase meaning to let things alone, let them pass. First used by the eighteenth century Physiocrats as an injunction against government interference with trade, it is now used as a synonym for strict free market economics. ...
Conglomerate is the term used to describe a large company which consists of divisions of often seemingly unrelated businesses. ...
A keiretsu lit. ...
Chairman of the Board redirects here. ...
Hostile takeover can refer to: For the business usage see takeover. ...
Enron Creditors Recovery Corporation (formerly Enron Corporation) (former NYSE ticker symbol: ENE) was an American energy company based in Houston, Texas. ...
For a time, WorldCom (WCOM) was the United States second largest long distance phone company (AT&T was the largest). ...
More recent corporate developments include downsizing, contracting-out or out-sourcing, off-shoring and narrowing activities to core business, as information technology, global trade regimes, and cheap fossil fuels enable corporations to reduce and externalize labor costs, transportation costs and transaction costs, and thereby maximize profits. Downsizing is a euphemism referring to layoffs initiated by a company in order to cut labor costs by reducing the size of the company. ...
Contracting-out is the practice of eliminating jobs at an employers existing worksite(s) and replacing them with contracts for services to be performed by non-employees, who may be individuals or corporations. ...
Off-shoring is the practice of eliminating jobs at an employers existing worksite(s) and replacing them with jobs in another (normally lower-wage) jurisdiction. ...
The core business of an organization is an idealized construct intended to express that organizations main or essential activity. ...
Information and communication technology spending in 2005 Information technology (IT), as defined by the Information Technology Association of America (ITAA), is the study, design, development, implementation, support or management of computer-based information systems, particularly software applications and computer hardware. ...
For a history of corporations that is “pro-corporate”, see John Micklethwait and Adrian Wooldridge, The Company: a Short History of a Revolutionary Idea (New York: Modern Library, 2003). For a history of corporations that is “critical”, see Joel Bakan, The Corporation. The pathological pursuit of profit and power (Toronto: Viking Canada, 2004). John Micklethwait, born in 1962, is editor-in-chief of The Economist magazine since March 23, 2006. ...
Adrian Wooldridge is the Washington Bureau Chief and Lexington columnist for the Economist magazine. ...
[edit] Types of corporations Most corporations are registered with the local jurisdiction as either a stock corporation or a non-stock corporation. Stock corporations sell stock to generate capital. A stock corporation is generally a for-profit corporation. A non-stock corporation does not have stockholders, but may have members who have voting rights in the corporation. A non-stock corporation is a corporation that does not have owners represented by shares of stock. ...
Some jurisdictions (Washington, D.C., for example) separate corporations into for-profit and non-profit, as opposed to dividing into stock and non-stock. ...
[edit] For-profit and non-profit -
In modern economic systems, conventions of corporate 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. This is not true A non-profit organization (abbreviated NPO, or non-profit or not-for-profit) is an organization whose primary objective is to support an issue or matter of private interest or public concern for non-commercial purposes, without concern for monetary profit. ...
Corporate governance is the set of processes, customs, policies, laws and institutions affecting the way in which a corporation is directed, administered or controlled. ...
A non-profit organization (abbreviated NPO, or non-profit or not-for-profit) is an organization whose primary objective is to support an issue or matter of private interest or public concern for non-commercial purposes, without concern for monetary profit. ...
The Statute of Grand Duchy of Lithuania 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. ...
[edit] Closely held and public The institution most often referenced by the word "corporation" is a public or publicly traded corporation, the shares of which are traded on a public market (e.g., the New York Stock Exchange or Nasdaq) designed specifically for the buying and selling of shares of stock of corporations by and to the general public. Most of the largest businesses in the world are publicly traded corporations. However, the majority of corporations are said to be closely held, privately held or close corporations, meaning that no ready market exists for the trading of shares. Many such corporations are owned and managed by a small group of businesspeople or companies, although the size of such a corporation can be as vast as the largest public corporations. The New York Stock Exchange (NYSE), nicknamed the Big Board, is a New York City-based stock exchange. ...
NASDAQ in Times Square, New York City. ...
Closely held corporations do have some advantages over publicly traded corporations. A small, closely held company can often make company-changing decisions much more rapidly than a publicly traded company. A publicly traded company is also at the mercy of the market, having capital flow in and out based not only on what the company is doing but the market and even what the competitors are doing. Publicly traded companies also have advantages over their closely held counterparts. Publicly traded companies often have more working capital and can delegate debt throughout all shareholders. This means that people invested in a publicly traded company will each take a much smaller hit to their own capital as opposed to those involved with a closely held corporation. Publicly traded companies though suffer from this exact advantage. A closely held corporation can often voluntarily take a hit to profit with little to no repercussions (as long as it is not a sustained loss). A publicly traded company though often comes under extreme scrutiny if profit and growth are not evident to stock holders, thus stock holders may sell, further damaging the company. Often this blow is enough to make a small public company fail.
Often communities benefit from a closely held company more so than from a public company. A closely held company is far more likely to stay in a single place that has treated them well, even if going through hard times. The shareholders can incur some of the damage the company may receive from a bad year or slow period in the company profits. Workers benefit in that closely held companies often have a better relationship with workers. In larger, publicly traded companies, often when a year has gone badly the first area to feel the effects are the work force with lay offs or worker hours, wages or benefits being cut. Again, in a closely held business the shareholders can incur this profit damage rather than passing it to the workers. Closely held businesses are also often known to be more socially responsible than publicly traded companies. Social responsibility can be viewed as a part of the social contract in that is the responsibility of each entity whether it is state, government, corporation, organisation or individual that they are contributing to society at large, or on a smaller scale. ...
The affairs of publicly traded and closely held corporations are similar in many respects. The main difference in most countries is that publicly traded corporations have the burden of complying with additional securities laws, which (especially in the U.S.) may require additional periodic disclosure (with more stringent requirements), stricter corporate governance standards, and additional procedural obligations in connection with major corporate transactions (e.g. mergers) or events (e.g. elections of directors).
A closely held corporation may be a subsidiary of another corporation (its parent company), which may itself be either a closely held or a public corporation. A subsidiary, in business, is an entity that is controlled by another entity. ...
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. ...
[edit] Mutual benefit corporations A mutual benefit nonprofit corporation is a corporation formed in the United States solely for the benefit of its members. An example of a mutual benefit nonprofit corporation is a golf club. Individuals pay to join the club, memberships may be bought and sold, and any property owned by the club is distributed to its members if the club dissolves. The club can decide, in its corporate bylaws, how many members to have, and who can be a member. Generally, while it is a nonprofit corporation, a mutual benefit corporation is not a charity. Because it is not a charity, a mutual benefit nonprofit corporation cannot obtain 501(c)(3) status. If there is a dispute as to how a mutual benefit nonprofit corporation is being operated, it is up to the members to resolve the dispute since the corporation exists to solely serve the needs of its membership and not the general public.[11]
[edit] 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 globalizing. multinational corporation (or transnational corporation) (MNC/TNC) is a corporation or enterprise that manages production establishments or delivers services in at least two countries. ...
multinational corporation (or transnational corporation) (MNC/TNC) is a corporation or enterprise that manages production establishments or delivers services in at least two countries. ...
Puxi side of Shanghai, China. ...
The typical "transnational" or "multinational" may fit into a web of overlapping shareholders and directorships, with multiple branches and lines in different regions, many such sub-groupings comprising corporations in their own right. Growth by expansion may favor 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 shareholder ownership and interaction. Look up acquisition in Wiktionary, the free dictionary. ...
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, or corporate culture, comprises the attitudes, experiences, beliefs and values of an organization. ...
[edit] Australia In Australia corporations are registered and regulated by the Commonwealth Government through the Australian Securities and Investments Commission. Corporations law has been largely codified in the Corporations Act 2001. The Australian Securities & Investments Commission (ASIC) is an independent Australian government body that acts as Australias corporate regulator. ...
The Corporations Act 2001 (Cth), sometimes referred to just as the Corporations Act (or informally as the Corps Act), is an act of the Commonwealth of Australia that sets out the laws dealing with business entities in Australia at federal and interstate level. ...
[edit] Brazil In Brazil there are many different types of corporations ("sociedades"), but the two most common ones commercially speaking are: (i) "sociedade limitada", identified by "Ltda." after the company's name, equivalent to the British limited company, and (ii) "sociedade anônima" or "companhia", identified by "SA" or "Companhia" in the company's name, equivalent to the British public limited company. The "Ltda." is mainly governed by the new Civil Code, enacted in 2002, and the "SA" by the Law 6.404 dated 15 December 1976. is the 349th day of the year (350th in leap years) in the Gregorian calendar. ...
Year 1976 Pick up sticks(MCMLXXVI) was a leap year starting on Thursday (link will display full calendar) of the Gregorian calendar. ...
[edit] 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. The oldest corporation in Canada is the Hudson's Bay Company; though its business has always been based in Canada, its Royal Charter was issued in England by King Charles II in 1670, and became a Canadian charter by amendment in 1970 when it moved its corporate headquarters from London to Canada. Federally recognized corporations are regulated by the Canada Business Corporations Act. A province is a territorial unit, almost always a country subdivision. ...
An Act of Parliament or Act is law enacted by the parliament (see legislation). ...
Hudsons Bay Company (HBC; Compagnie de la Baie dHudson in French) is the oldest commercial corporation in North America and is one of the oldest in the world. ...
For the ship of the same name, see Royal Charter (ship). ...
Charles II (29 May 1630 – 6 February 1685) was the King of England, Scotland, and Ireland. ...
The Canada Business Corporations Act, also known as Bill C-44, is a Canadian act respecting Canadian business corporations. ...
[edit] German-speaking countries Germany, Austria, Switzerland and Liechtenstein recognize two forms of corporation: the Aktiengesellschaft (AG), analogous to public corporations in the English-speaking world, and the Gesellschaft mit beschränkter Haftung (GmbH), similar to (and an inspiration for) the modern limited liability company. Aktiengesellschaft (IPA: ; abbreviated AG) is a German term that refers to a corporation that is limited by shares, i. ...
Gesellschaft mit beschränkter Haftung (GmbH or GesmbH) is a type of legal entity created in Germany in 1892. ...
This article is about a U.S.-specific corporate form; for a general discussion of entities with limited liability, see corporation. ...
Italy recognises two forms of companies with limited liability: "S.r.l", or "Società a Responsabilità Limitata" (similar to Limited liability company) and "S.p.A" or "Società Per Azioni" (similar to American stock corporation). This article is about a U.S.-specific corporate form; for a general discussion of entities with limited liability, see corporation. ...
[edit] United Kingdom In the United Kingdom, 'corporation' most commonly refers to a body corporate formed by Royal Charter or by statute, of which few now remain. The BBC is the oldest and best known corporation still in existence. Others, such as the British Steel Corporation, were privatized in the 1980s. A body corporate is the English legal term for a corporation. ...
For the ship of the same name, see Royal Charter (ship). ...
For other uses, see BBC (disambiguation). ...
British Steel was a large British steel producer, consisting of the assets of former private companies which had been nationalised, largely under Labour Party governments. ...
Privatization (sometimes privatisation, denationalization, or — especially in India — disinvestment) is the process of transferring property, from public ownership to private ownership. ...
In the private sector, corporations are referred to in law as companies, and are regulated by the Companies Act 2006 (or the Northern Ireland equivalent). The most common type of company is the private limited company ("Limited" or "Ltd."). Private limited companies can either be limited by shares or by guarantee. Other corporate forms include the public limited company ("PLC") and the unlimited company. The Companies Act 2006 (c. ...
Northern Ireland (Irish: , Ulster Scots: Norlin Airlann) is a constituent country of the United Kingdom lying in the northeast of the island of Ireland, covering 5,459 square miles (14,139 km², about a sixth of the islands total area). ...
It has been suggested that this article or section be merged into Limited liability company. ...
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. ...
In the United Kingdom, an unlimited company is a company formed by registration under the Companies Act 1985 where the liability of the members is unlimited - that is, they are liable to contribute whatever sums are required to pay the debts of the company should it go into bankruptcy. ...
[edit] United States Several types of corporations exist in the United States. Generically, any business entity that is recognized as distinct from the people who own it (i.e., is not a sole proprietorship or a partnership) is a corporation. This generic label includes entities that are known by such legal labels as ‘association’, ‘organization’ and ‘limited liability company’, as well as corporations proper. Only a company that has been formally incorporated according to the laws of a particular state is called ‘corporation’. American corporations can be either profit-making companies or non-profit entities. Tax-exempt non-profit corporations are often called “501(c)3 corporation”, after the section of the Internal Revenue Code that addresses their tax exemption. The Internal Revenue Code (or IRC) (more formally, the Internal Revenue Code of 1986, as amended) is the main body of domestic statutory tax law of the United States organized topically, including laws covering the income tax (see Income tax in the United States), payroll taxes, gift taxes, estate taxes...
Corporations are created by filing the requisite documents with a particular state government. The process is called “incorporation,” referring to the abstract concept of clothing the entity with a "veil" of artificial personhood (embodying, or “corporating” it, ‘corpus’ being the Latin word for ‘body’). Only certain corporations, including banks, are chartered. Others simply file their articles of incorporation with the state government as part of a registration process.
The federal government can only create corporate entities pursuant to relevant powers in the U.S. Constitution. For example, Congress has constitutional power to regulate banking, so it has power to charter federal banks. Additionally, Congress has power to create and own corporations that serve a purpose of the federal government, such as Amtrak or the Federal Deposit Insurance Corporation. ...
Wikisource has original text related to this article: The United States Constitution The United States Constitution is the supreme law of the United States of America. ...
The high-speed Acela Express in West Windsor, New Jersey. ...
The FDIC logo The Federal Deposit Insurance Corporation (FDIC) is a United States government corporation created by the Glass-Steagall Act of 1933. ...
Once incorporated, the corporation has artificial personhood everywhere it may operate, until such time as the corporation may be dissolved. A corporation that operates in one state while be
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