The Company joint stock is a business entity in which the company's shares can be bought and sold by shareholders. Every shareholder has a proportional share of the company, evidenced by their share (ownership certificate). Shareholders may transfer their shares to others without any effect on the survival of the company.
In modern corporate law, the existence of a joint-stock company is often synonymous with merging (separate legal shareholder ownership) and limited liability (shareholders responsible for corporate debt only with the value of money they have invested in the company). Therefore, joint stock companies are generally known as limited companies or companies.
Some jurisdictions still provide the possibility of registering a joint-stock company with no limited liability. In the UK and other countries that have adopted the corporate legal model, they are known as unlimited companies. In the United States, they are simply known as joint-stock companies.
Video Joint-stock company
Benefits of joint-stock companies
Ownership refers to a large number of privileges. The company is managed on behalf of shareholders by the board of directors, selected at the annual general meeting.
Shareholders also vote to accept or reject the annual report and a series of audited accounts. Individual shareholders can sometimes run as directors in the company if a job open, but that is not common.
The shareholders are usually responsible for the company's debt that goes beyond the company's ability to pay the amount invested by them
Maps Joint-stock company
The original joint-stock company
Finding the earliest joint stock company is a matter of definition. Initial records of joint-stock companies can be found in China during the Song Dynasty (960-1279). Around 1250 in France in Toulouse, 96 shares of SociÃÆ'Â © tÃÆ' Â © des Moulins du Bazacle, or Bazacle Milling Company are traded on a value that depends on the profitability of the factory owned by the public, making it possibly the first company of its kind in history. The Swedish company Stora has documented a stock transfer for the eighth company (or more specifically, the mountain where copper resources are available) as early as 1288.
In more recent history, the earliest recognized joint-stock company in the UK was Merchant Adventure Company to New Lands, which was leased in 1553 with 250 shareholders. The Muscovy Company, which had a trade monopoly between Moscow and London, was hired shortly thereafter in 1555. The more well-known, rich and powerful British Indian East India (British) was awarded the British Royal Charter by Elizabeth I on December 31, 1600, supporting trade privileges in India. The Royal Charter effectively gave the Honorable new company the Honorable East India Company, a 15-year monopoly of all trade in the East Indies. The company changed from commercial trading to a company that ruled India and exploited its resources, acquiring additional government and military functions, until its dissolution.
Shortly thereafter, in 1602, the Dutch East India Company issued a stock made tradable on the Amsterdam Stock Exchange. The discovery enhances the ability of joint-stock companies to attract capital from investors, as they can now easily dispose of their shares. In 1612, he became the first 'company' in intercontinental trade with 'locked' capital and limited liability.
During the period of colonialism, Europe, originally Britain, trading with the Near East for goods, pepper and calico for example, enjoyed spreading the risk of trading over several sea voyages. The joint-stock company becomes a more feasible financial structure than the earlier unions or state-run companies. The first joint-stock company to be implemented in America is The London Company and The Plymouth Company.
Shares that can be transferred often get a positive return on equity, as evidenced by investments in companies like the British East India Company, which uses a financing model to manage trade in India. The joint-stock company pays dividends to their shareholders by dividing the profits of the voyage in the proportion of the shares held. Divisions are usually cash, but when working capital is low and detrimental to the survival of the company, the division is either delayed or paid in the remaining cargo, which can be sold by shareholders for profit.
In general, however, merging is made possible by a royal charter or private action, and it is limited because of the government's envy protection of the privileges and benefits it provides.
As a result of the rapid expansion of capital-intensive companies during the Industrial Revolution in Britain, many businesses were operated as unrelated associations or extended partnerships, with a large number of members. However, such association membership is usually short-term so that their nature is constantly changing.
As a result, the company's registration and incorporation, without special laws, was introduced by the Joint Stock Companies Act 1844. Initially, companies established under this Act had no limited liability but became common for companies to include their limited liability clauses internally. rules. In the case of Hallett v Dowdall, the British Court of the Treasury declared that such clauses bind those who pay attention to them. Four years later, the Joint Stock Companies Act 1856 was granted for limited liability to all joint-stock companies provided, inter alia, that they included the word "limited" in their company name. Case of landmark Salomon v A Salomon & amp; Co Ltd stipulates that companies with legal liability, not partnerships, have separate legal personality separate from individual shareholders.
Company law
The existence of a corporation requires a special legal framework and a legal entity that specifically gives the corporate legal personality, and usually views the corporation as a fictitious person, legal person, or moral person (as opposed to a natural person) who protects the owner (shareholder) from loss or liability "company"; loss is limited to the number of shares owned. Furthermore, it creates a boost for new investors (marketable shares and future stock issues). Company law usually empowers companies to own property, sign binding contracts, and pay taxes in a separate capacity from their shareholders, sometimes referred to as "members". Corporations are also empowered to borrow money, either conventionally or directly to the public, by issuing flowering bonds. Corporations live indefinitely; "Death" comes only from absorption (takeover) or bankruptcy. According to Lord Chancellor Haldane,
... a company is an abstraction. He does not have his own mind more than having his own body; active will and direction must be consequently sought in a person who truly directs the mind and will of the corporation, the ego and the center of the corporate personality.
This 'directed desire' is manifested in the company's Board of Directors. The legal personality has two economic implications. This gives creditors (as opposed to shareholders or employees) a priority over a company's assets after liquidation. Second, the company's assets can not be withdrawn by its shareholders, and the company's assets can not be taken by its shareholder's private creditors. The second feature requires special laws and a special legal framework, as it can not be reproduced by standard contract law.
The most favorable rules for merging include:
Financial disclosure
In many jurisdictions, companies whose shareholders benefit from limited liability are required to publish annual financial statements and other data so that the lender who does business with the company can assess the creditworthiness of the company and can not enforce a claim against the shareholders. Shareholders, therefore, experience some loss of privacy in exchange for limited liability. The requirements generally apply in Europe, but not in the jurisdiction of general law, except for publicly traded companies (where financial openness is required for investor protection).
Corporate tax
In many countries, corporate profits are taxed at corporate tax rates, and dividends paid to shareholders are taxed at a separate rate. Such a system is sometimes referred to as a "double tax" because any profit distributed to shareholders will be taxed twice. One solution, followed by as in the case of the Australian and UK tax systems, is to the recipient of dividends entitled to a tax credit to address the fact that the profit represented by the dividend is already taxed. Continued corporate earnings are thus effectively taxed only at the tax rate paid by the recipient of the dividends.
In other systems, dividends are taxed at a lower rate than other income (for example, in the US), or shareholders are taxed directly on company profits, while dividends are not taxed (for example, US firm S).
Close companies and publicly traded companies
The institution most often referenced by the word "corporation" is public commerce, which means that the shares of the company are traded on public stock exchanges (for example, the New York Stock Exchange or Nasdaq in the United States) whose shares of stock are bought and sold by and to the general public. Most of the largest businesses in the world are publicly traded companies.
However, the majority of companies are privately held, or held tightly, so there is no market ready for stock trading. Many such companies are owned and managed by a small group of businesses or companies, but the size of such a company can be as large as the largest publicly traded company.
Firmly held companies have several advantages over publicly traded corporations. Closely held small companies can often make decisions that change companies much faster than publicly traded firms, since there will generally be fewer voter shareholders, and shareholders will have a common interest. A publicly traded company is also under market power, with capital inflows and outflows based not only on what the company does but also on what markets and even what competitors do, big and small.
However, publicly traded companies also have advantages over their closely held colleagues. Publicly traded companies often have more working capital and can delegate debt to all shareholders. Therefore, shareholders of publicly traded companies will each receive a much smaller blow compared to those involved with the firm held firmly. Publicly traded companies, however, can suffer from those benefits. A firmly held firm often voluntarily takes profit with little or no impact if it is not a sustained loss. An openly traded company is often under strict control if profits and growth are not clear to shareholders, so shareholders can sell, further damaging the company. Often, the blow is enough to make a small public company fail.
Often, people benefit from companies held more closely than from public companies. The closely held company is much more likely to live in one place that has treated it well even if it means through difficult times. Shareholders may inflict some damage that a company may receive from a bad year or a slow period in a company's profits. Firms that are closely held often have better relationships with workers. In larger and publicly traded companies, often after just one year of worsening, the first area to feel the impact is labor with layoffs or working hours, wages or benefits cut. Again, in a tightly held business, shareholders can suffer profit breakage rather than leave it to workers.
The affairs of the company are publicly traded and held firmly in many respects. The main difference in most countries is that publicly traded companies have the burden of complying with additional securities laws, which (mainly in the US) may require additional periodic disclosure (with more stringent requirements), strict corporate governance standards and additional procedural obligations in connection with large corporate transactions (eg, mergers) or events (eg, selection of directors).
A firmly held firm may be a subsidiary of another company (its parent company), which may itself be a closely held company or a public company. In some jurisdictions, subsidiaries of public listed companies are also defined as public companies (eg, in Australia).
By country
Australia
In Australia, companies are registered and regulated by the Commonwealth Government through the Australian Securities and Investments Commission. Corporate Law has been largely codified in the Corporations Act 2001.
Brazil
In Brazil there are many different types of legal entities ( sociedades ), but the two most common commercially are (i) sociedade limitada , identified by "Ltda." or "Limitada" after the company name, equivalent to a UK limited liability company, and (ii) sociedade anÃÆ'Â'nima or companhia , identified by "SA" or "Companhia" in the company name, equivalent to the UK public limited company. "Ltda." mainly regulated by the new Civil Code, enacted in 2002, and "SA", by Law 6.404, dated 15 December 1976, as amended.
Bulgarian
In Bulgaria, the joint-stock company is called aktsionerno druzhestvo or AD (Bulgarian: ???????????? ?????? or ?? )
Canada
In Canada both the federal and provincial governments have company status, and thus the company can have a provincial or federal charter. Many older companies in Canada are from the Acts of Parliament passed before the introduction of common corporate law. The oldest company in Canada is the Hudson Bay Company; Although its business was always based in Canada, its Royal Charter was published in England by King Charles II in 1670, and became a Canadian charter with amendments in 1970 when it moved its corporate headquarters from London to Canada. Companies that are recognized as Federal are governed by the Canada Business Corporations Act.
Czech and Slovakian Republic
The Czech form of public limited company is called akciová spole? Nost ( as ) and its private partner is spole? nost s ru? enÃÆ'm omezenÃÆ'½m ( sro ). Their Slovak equivalent is called akciová spolo? Nos? as ) and < "Slovak text"> spolo? Nos? s ru? enÃÆ'm obmedzenüm ( sro ).
German-speaking countries
Germany, Austria, Switzerland and Liechtenstein recognize two forms of limited company shares: Aktiengesellschaft (AG), analogous to public limited companies (or companies in the US/Can) in the English-speaking world, and Gesellschaft mit beschrÃÆ'¤nkter Haftung (GmbH), similar to a modern private limited company.
Italy
Italy recognizes three types of companies that are limited by shares: public limited companies ( societÃÆ' per azioni , or SpA), private limited companies ( societÃÆ' a responsabilitÃÆ' limitata societÃÆ' in accomandita per azioni , or Sapa). The latter are hybrids of limited partnerships and public limited companies, have two categories of shareholders, some with and some with no limited liability, and are rarely used in practice.
Japanese
In Japan, both the state and local public entities under the Local Autonomy Act (now 47 prefectures, created in the 19th century and municipality) are considered as corporations ( ?? , h? jin ) . Nonprofit companies can be established under the Civil Code.
The terms "company" ( ?? , kaisha ) or (?? kigy? ) is used to refer to business firms. The dominant form is Kabushiki gaisha (????), which is used by public companies as well as small firms. Mochibun kaisha (????), a form for small companies, is becoming increasingly common. Between 2002 and 2008, intermediate companies ( ???? , ch? Kan h? Jin ) exists to bridge the gap between non-profit and non-profit and non-profit organizations. Norwegian
In Norway, a joint-stock company is referred to as aksjeselskap , abbreviated AS . A special and much less common joint venture company, intended for companies with a large number of shareholders, is a publicly traded joint-stock company, called allmennaksjeselskap and abbreviated ASA Romanian
In Romania, joint-stock companies are called "stock companies". According to Law 31/1991 there are two types of joint-stock companies: "joint-stock companies" and "joint-stock companies".
Russian
View: Open joint stock company (OJSC).
Spanish
In Spain there are two types of companies with limited liability: (i) "SL", or Sociedad Limitada (private limited company), and (ii) "SA", or Sociedad AnÃÆ'³nima (similar to public limited company).
Ukraine
There are two types of Joint stock companies (Ukraine: ???????????????????????????????????????????????????????????????????????????? ????????????????????????????????????????????????????????????????????????????????????????????????????????? = "uk"> ????????????????????????? , Publichne Aktsionerne Tovarystvo ) and stock company Private Combined (Ukraine: ???????? ???????? ??????????? , Pryvatne Aktsionerne Tovarystvo ). The minimum amount of share capital is 1250 minimum wage (as of January 1, 2017 4,000,000 UAH or 148,000 USD). National Securities of Ukraine and Stock Market Commission is the state authority of major stock markets.
United Kingdom
Most companies are regulated by the Companies Act 2006 (or Northern Ireland equivalent). The most common types of companies are private limited companies ("Limited" or "Ltd"). Private limited companies may be limited by shares or guarantees. Other corporate forms include public limited companies ("plc") and private limited companies.
Some companies, whether public or private, are formed by the Royal Charter or the Act of Parliament.
A special type of corporation is a single corporation, which is an office held by a private individual (in power), but who has a continuing legal entity separate from that person.
United States
Several types of conventional companies exist in the United States. In general, any recognized business entity differs from the person who owns it (ie, not sole proprietorship or partnership) is a company. This generic label includes entities known as legal labels such as 'associations', 'organizations' and 'limited liability companies', as well as the right companies.
Only companies that have been formally incorporated under the laws of a particular country are called 'corporations'. A company was defined in the case of Dartmouth College in 1819, where Supreme Court Justice Marshall of the United States Supreme Court stated that "A company is an artificial, invisible, intangible creature, and exists only in legal contemplation". Corporations are legal entities, distinct and separate from the individuals who create and operate them. As a legal entity, a corporation may acquire, own and dispose of property in its own name such as buildings, land and equipment. It may also incur liability and enter into contracts such as franchising and leasing. American companies can be either profit-making or non-profit entities. Tax-free nonprofit companies are often called "501 (c) 3 corporations", after part of the Internal Revenue Code that discusses tax exemptions for many of them.
In some states, such as Colorado, a company may represent itself in court in some situations
The federal government can only make corporate entities in accordance with the relevant powers in the US Constitution. So, almost all companies in the US are incorporated under certain state laws. Great exceptions for nonparticipation federally in the merging of private business in banking; Under the Law of the National Bank, banks may accept a charter from the federal government as a "national bank," subjecting them to the regulation of the Office of the Financial Supervisory of the Currency Currency rather than the state banking regulator.
All countries have a kind of "common corporate law" (California, Delaware, Kansas, Nevada and Ohio actually using the right names) authorizing the formation of private companies without having to get a charter for each of the state legislatures (as before the case in the 19th century). Many countries have separate and independent laws that authorize the formation and operation of certain types of companies that are entirely independent of the state corporations law. For example, in California, non-profit corporations are established under the Nonprofit Corporate Law, and in Illinois, insurance companies are included under the Illinois Insurance Code.
Corporations are created by filing the necessary documents with the state government. This process is called "merging," referring to the abstract concept of entity clothing with the "veil" of the artificial personality (manifesting, or "corporating" it, 'corpus' being the Latin word for 'body'). Only certain companies, including banks, are hired. Others only submit their articles about merging with state governments as part of the registration process.
Once incorporated, the company has an artificial personality wherever it operates, until the corporation can be dissolved. Corporations operating in one country temporarily incorporated in another are "foreign companies." This label also applies to companies established outside the United States. Foreign companies usually have to register with the secretary of a state office in each state to legitimately run a business in that state.
The corporation is legally a citizen of the state (or any other jurisdiction) in which it is incorporated (except when the circumstances governing the corporation are classified as citizens of the country in which it has its head office, or the country in which it does the majority of its business). Corporate business law differs dramatically from one state to another. Many prospective companies choose to join a country whose laws are the most profitable for its business interests. Many large companies established in Delaware, for example, are not physically there because the country has very profitable corporate tax and disclosure laws.
Companies formed for privacy or asset protection are often incorporated in Nevada, which does not require disclosure of share ownership. Many countries, especially the smaller ones, have modeled their corporate laws after the Model Business Corporations Act, one of many legal instruments that are prepared and published by the American Bar Association.
As a legal person, the company has certain rights inherent in natural persons. Most of them are attached to corporations under state law, especially the laws of the country in which the company is founded - because the existence of the company is heavily based on the laws of that country. Some rights are also embedded by constitutional and federal law, but the numbers are few and far between as compared to the rights of the individual. For example, a company has the right to file a lawsuit (as well as the capacity to be sued) and, like an individual, a company can be destroyed.
Harvard College, an undergraduate school at Harvard University, formally President and Fellows of Harvard College (also known as Harvard Corporation), is the oldest company in the western hemisphere. Founded in 1636, the second of two Harvard government councils was established by the Supreme Court and General of Massachusetts in 1650. Significantly, Massachusetts itself was a colony of companies at the time - owned and operated by the Massachusetts Bay Company (until the loss of its charter in 1684) - so Harvard College is a company founded by a company.
Many countries have modeled their own corporate laws on American business law. Company law in Saudi Arabia, for example, follows the New York State corporate law model. In addition to typical companies in the United States, the federal government, in 1971 passed the Alaska Native Claims Settlement Act (ANCSA), which authorized the creation of 12 indigenous regional companies for Alaska natives and more than 200 village enterprises entitled to land settlement and cash. In addition to 12 regional companies, the law allows a 13th regional company without a land settlement for Alaska indigenous people living outside of Alaska State upon the passing of ANCSA.
Other business entities
Almost every recognized type of organization carries out some economic activities (eg, family). Other organizations that can perform activities that are generally regarded as business are under the laws of different countries:
- Consumer cooperative
- Parent company
- Limited Company (Ltd)
- Limited Liability Company (LLC)
- Limited liability partnership (LLLP)
- Limited partnership (LLP)
- Limited partnership (LP)
- Limited company with limited profit (L3C)
- Non-profit company
- Open joint stock company (OJSC)
- Partnership
- Single ownership
- Trusted company, Trust law
See also
- Aktieselskab
- Business entity type
References
Note
Source of the article : Wikipedia
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