Company

Scales of justice
Companies law
Company · Business
Company forms
Sole proprietorship
Partnership
(General · Limited · LLP)
Corporation
Cooperative
United States
S corporation · C corporation
LLC · LLLP · Series LLC
Delaware corporation
Nevada corporation
Massachusetts business trust
Delaware statutory trust
UK / Ireland / Commonwealth
Limited company
(by shares · by guarantee
Public · Proprietary)
Unlimited company
Community interest company
European Union / EEA
SE · SCE · SPE · EEIG
Elsewhere
AB · AG · ANS · A/S · AS · GmbH
K.K. · N.V. · Oy · S.A. · more
Doctrines
Corporate governance
Limited liability · Ultra vires
Business judgment rule
Internal affairs doctrine
De facto corporation and
corporation by estoppel
Piercing the corporate veil
Rochdale Principles
Related areas
Contract · Civil procedure

A company is a form of business organization.

In the United States, a company is a corporation—or, less commonly, an association, partnership, or union—that carries on an industrial enterprise."[1] Generally, a company may be a "corporation, partnership, association, joint-stock company, trust, fund, or organized group of persons, whether incorporated or not, and (in an official capacity) any receiver, trustee in bankruptcy, or similar official, or liquidating agent, for any of the foregoing."[1]

In English law, and therefore in the Commonwealth realms, a company is a form of body corporate or corporation, generally registered under the Companies Acts or similar legislation. It does not include a partnership or any other unincorporated group of persons.

Contents

Meaning and etymology

A company can be defined as an "artificial person", with a discrete legal entity, perpetual succession and a common seal. It is not affected by the death, insanity or insolvency of an individual member.

The English word company has its origins in the Old French military term compaignie (first recorded in 1150), meaning a "body of soldiers",[2] originally taken from the Late Latin word companio "companion, one who eats bread with you", first attested in the Lex Salica as a calque of the Germanic expression *gahlaibo (literally, "with bread"), related to Old High German galeipo "companion" and Gothic gahlaiba "messmate". By 1303, the word referred to trade guilds. Usage of company to mean "business association" was first recorded in 1553 and the abbreviation "co." dates from 1769.

History

According to one source, "it may be formed by Act of Parliament, by Royal Charter, or by registration under company law (referred to as a limited liability or joint-stock company)."[3] In the United Kingdom, the main regulating laws are the Companies Act 1985 and the Companies Act 2006.[3] Reportedly, "a company registered under this Act has limited liability: its owners (the shareholders) have no financial liability in the event of winding up the affairs of the company, but they might lose the money already invested in it".[3] In the USA, companies are registered in a particular state—Delaware being especially favoured—and become Incorporated (Inc).[3]

In North America, two of the earliest companies were The London Company (also called the Charter of the Virginia Company of London)—an English joint stock company established by royal charter by James I of England on April 10, 1606 with the purpose of establishing colonial settlements in North America—and Plymouth Company that was granted an identical charter as part of the Virginia Company. The London Company was responsible for establishing the Jamestown Settlement, the first permanent English settlement in the present United States in 1607, and in the process of sending additional supplies, inadvertently settled the Somers Isles, alias Bermuda, the oldest-remaining English colony, in 1609.

Types

For a country-by-country listing, see Types of business entity.

There are various types of company that can be formed in different jurisdictions, but the most common forms of company (generally formed by registration under applicable companies legislation) are:

Less commonly seen types of companies are:

Note that "Ltd after the company's name signifies limited company, and PLC (public limited company) indicates that its shares are widely held."[3]

In legal parlance, the owners of a company are normally referred to as the "members". In a company limited or unlimited by shares (formed or incorporated with a share capital), this will be the shareholders. In a company limited by guarantee, this will be the guarantors. Some offshore jurisdictions have created special forms of offshore company in a bid to attract business for their jurisdictions. Examples include "segregated portfolio companies" and restricted purpose companies.

There are however, many, many sub-categories of types of company that can be formed in various jurisdictions in the world.

Companies are also sometimes distinguished for legal and regulatory purposes between public companies and private companies. Public companies are companies whose shares can be publicly traded, often (although not always) on a regulated stock exchange. Private companies do not have publicly traded shares, and often contain restrictions on transfers of shares. In some jurisdictions, private companies have maximum numbers of shareholders.

See also

References

  1. ↑ 1.0 1.1 1.2 1.3 Black's Law and lee Dictionary. Second Pocket Edition. Bryan A. Garner, editor. West. 2001.
  2. ↑ Harper, Douglas. "company". Online Etymology Dictionary. http://www.etymonline.com/index.php?term=company. 
  3. ↑ 3.0 3.1 3.2 3.3 3.4 "Company." Crystal Reference Encyclopedia. Crystal Reference Systems Limited. 27 Nov. 2007. Reference.com
  4. ↑ Companies Act 2006

Further reading