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40-580: A charitable incorporated organisation ( CIO ) is a corporate form of business designed for (and only available to) charitable organisations in England and Wales . A similar form, with minor differences, exists for Scottish charities . A CIO comes into being (is "constituted") once it is registered as such by the Charity Commission for England and Wales (the Charity Commission). The application

80-504: A CIO only needs to register and file accounts and returns with the Charity Commission . This aims to reduce bureaucracy for the charity. In addition, (and uniquely among limited liability corporations in the UK), smaller CIOs in England and Wales can opt to file receipts and payments accounts, rather than the accruals accounts usually required. But one disadvantage of the form for larger charities

120-985: A company have a financial interest in it. Primary legislation to introduce the CIO as a new legal form of incorporation was included in the Charities Bill in 2004, and this aspect of the bill was particularly welcomed by charities. It was finally enacted in the Charities Act 2006 . The Charity Commission opened a consultation on draft documentation and regulations in 2008, raising a large number of difficulties and suggested improvements. Implementation in England and Wales has been phased, starting in 2013 with brand new charities, followed by conversions of existing unincorporated charities according to income, and then followed by charitable companies. The Charity Commission in England and Wales began publishing guidance in May 2011. On 4 March 2013, for

160-403: A direct campaign. The articles of incorporation (also called a charter , certificate of incorporation or letters patent ) are filed with the appropriate state office, listing the purpose of the corporation, its principal place of business and the number and type of shares of stock. A registration fee is due, which is usually between $ 25 and $ 1,000, depending on the state. A corporate name

200-596: A face-to-face meeting. In the UK, the process of incorporation is generally called company formation. The United Kingdom is one of the quickest locations to incorporate, with a fully electronic process and a very fast turnaround by the national registrar of companies, the Companies House . The current Companies House record is five minutes to vet and issue a certificate of incorporation for an electronic application. There are many different types of UK companies: In Canada ,

240-455: A narrative emerges that offers an explanation for why such views are upheld. In 1816, the New Hampshire state legislature passed a bill intended to turn privately owned Dartmouth College into a publicly owned university with a board of trustees appointed by the governor. The board filed a suit challenging the constitutionality of the legislation. The suit alleged that the college enjoyed

280-468: A shareholder of a Corp. or LLC cannot seize the assets of the company. However, the creditor may be able to seize ownership shares in the corporation, as they are considered a personal asset. In the United States, corporations can sometimes be taxed at a lower rate than individuals. Also, corporations can own shares in other corporations and receive corporate dividends 80% tax-free. There are no limits on

320-573: Is available in English and traditional Chinese languages. This official certificate is mandatory for two types of limited liability companies in Hong Kong: joint stock companies and limited liability companies. It is governed by the Companies Regulations, a legal provision that facilitates the issuance of this document to Hong Kong companies in the region. Only limited liability companies require

360-406: Is by the proposed members of the CIO. Usually these are also the proposed trustees, but this is not a requirement. The main benefits of the CIO form are that the charity is a corporation with legal personality (the ability to enter contracts, sue and be sued, and to hold property in its own name – rather than in the name of its trustees), and its members have limited liability (their liability in

400-514: Is conclusive evidence of the formation of a company, the issuance of the certificate overrides any irregularities which may have occurred during the formation of the company. In Vietnam , the Certificate of incorporation plays a crucial role. It not only serves as a confirmation of the legal existence of a business but also constitutes an indispensable part of the company's legal documentation. This certificate records fundamental information about

440-572: Is easily transferable to others, either in whole or in part. Some state laws are particularly corporate-friendly. For example, the transfer of ownership in a corporation incorporated in US-DE is not required to be filed or recorded. Legal opinion on corporations has evolved significantly throughout history, and Supreme Court cases provide a means to observe this evolution. While these cases may seem arbitrary and decontextualized when examined individually, when viewed successively and within historical context,

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480-412: Is generally made up of three parts: "distinctive element", "descriptive element", and a legal ending. All corporations must have a distinctive element, and in most filing jurisdictions, a legal ending to their names. Some corporations choose not to have a descriptive element. In the name "Tiger Computers, Inc.", the word "Tiger" is the distinctive element; the word "Computers" is the descriptive element; and

520-470: Is prevalent in Quebec, while the English system is operating in 9 provinces/territories. Certificate of incorporation A certificate of incorporation is a legal document/license relating to the formation of a company or corporation . It is a license to form a corporation issued by the state government or, in some jurisdictions, by a non-governmental entity/corporation. Its precise meaning depends upon

560-425: Is that, unlike for charitable companies, there is no public register of lenders' charges over the corporation's assets, and this can make it harder to arrange finance. A CIO is also unable to grant a floating charge over its assets. Almost any existing charity, including charitable companies, can apply to "convert" to a CIO. Strictly speaking the CIO is a new entity, and there is no continuity of legal personality with

600-450: Is the protection of personal assets against the claims of creditors and lawsuits. Sole proprietors and general partners in a partnership are personally and jointly responsible for all the legal liability (LL) of a business such as loans, accounts payable, and legal judgments. In a corporation, however, shareholders , directors and officers typically are not liable for the company's debts and obligations. They are limited in liability to

640-496: Is usually a simple certificate issued by the relevant government registry as confirmation of the due incorporation and valid existence of the company. In other common law legal systems, the certificate of incorporation has less legal significance. However, it has been held by the House of Lords in Cotman v Brougham (1918), AC 514, that because the issue of the certificate of incorporation

680-730: The Office of the Scottish Charity Regulator began registering Scottish charitable incorporated organisations ( SCIO s) in April 2011. The idea originated in 1992 with the Chief Executive of the National Council for Voluntary Organisations (NCVO), Judy Weleminsky , and was taken forward by Lindsay Driscoll who was the Head of Legal and Governance at NCVO. A Charity Commission advisory group

720-459: The right to contract and the government changing that contract was not allowed. Chief Justice John Marshall delivered the majority opinion and affirmed that the right to contract exists between owners of private property rather than between a government and its citizens. The case was the first case in US history that asked fundamental questions about corporate entities and the protections they enjoy; it also

760-507: The "Inc." is the legal ending. The legal ending indicates that it is in fact a legal corporation and not just a business registration or partnership . Incorporated, limited , and corporation, or their respective abbreviations (Inc., Ltd., Corp.) are the possible legal endings in the US. Usually, there are also corporate bylaws which must be filed with the state. Bylaws outline a number of important administrative details such as when annual shareholder meetings will be held, who can vote and

800-456: The Articles of Incorporation. In the case of online incorporation, the state will have the final say with regards to the name chosen for the company. The name should not deceive or mislead consumers. Registered agents are responsible for receiving all legal and tax documentation on behalf of the corporation. Share per value refers to the stated minimum value and generally doesn't correspond to

840-487: The Charity Commission for England and Wales. Incorporation (business) Specific incorporation requirements in the United States differ on a state by state basis. However, there are common pieces of information that states require to be included in the certificate of incorporation . A business purpose describes the incorporated tasks a company has to do or provide. The purpose can be general, indicating that

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880-400: The actual share value. In reality, the value of a share is based on its fair market value or the amount a buyer is willing to pay. An Inc. stipulates the exact number of shares the corporation is willing to authorize. It is mandatory for every corporation to have stock. If the corporation is willing to permit both preferred as well as common shares of stock, then this should have a mention in

920-401: The amount of losses a corporation may carry forward to subsequent tax years. A sole proprietorship, on the other hand, cannot claim a capital loss greater than $ 3,000 unless the owner has offsetting capital gains. A corporation is capable of continuing indefinitely. Its existence is not affected by the death of shareholders, directors, or officers of the corporation. Ownership in a Corp. or LLC

960-399: The amount they have invested in the corporation. For example, if a shareholder purchased $ 100 in stock, no more than $ 100 can be lost. On the other hand, a corporation (Corp.) or a limited liability company (LLC) may hold assets such as real estate, cars or boats. If a shareholder of a corporation is personally involved in a lawsuit or bankruptcy , these assets may be protected. A creditor of

1000-402: The articles of incorporation, along with the voting rights information. Generally, preferred shares provide its shareholders preferential payments of distribution of assets or dividends, in case the company shuts down its operations. A lot of small business owners only allow shares of common stock. There are a number of legal benefits that come with incorporation. One significant legal benefit

1040-412: The budding company has been formed to carry out "all lawful business" in the region. Alternatively, the purpose can be specific, furnishing a more detailed explanation of the products and/or services to be offered by their company. The chosen name should be followed with a corporate identifier such as "Corp.", "Inc.", or "Co.". A preliminary name availability search is advisable prior to the submission of

1080-471: The court ruled that there could be a corporate tax, essentially saying the structure of business was a justifiably discriminatory criterion for governments to consider when writing tax legislation. This was a unique ruling handed down during a unique time in US history that denied a corporation freedom it sought in the courtroom. From 1940 to 1990 the percent of total GDP made up by financial service professionals increased by 300%. Along with that growth there

1120-484: The enterprise, including its name, registration number, address, business lines, charter capital, and other essential details. The Hong Kong Certificate of Incorporation is an official document confirming that a company is legally registered in Hong Kong. This legal document confirms that the company is officially registered and legally recognized in Hong Kong. The certificate contains a unique identification number and

1160-401: The event the charity becomes insolvent is limited or nil). Historically these benefits were only available to limited companies , and thus many charities chose to incorporate as charitable companies limited by guarantee . However, this requires registration and filing with both Companies House and the Charity Commission , each of which has its own regulations and requirements. In contrast,

1200-561: The first time, the Commission enabled an existing charity, Challenge to Change, to convert from a charitable trust to a CIO. The charity later reported some difficulties in transferring assets and long-term grant agreements to the new legal entity and subsequently closed due to reduced levels of funding. Another charity converted but then reverted to its old status because of the cost and inconvenience of changing its registration number. As of May 2019, there were over 17,000 CIOs registered with

1240-531: The former charity. (Despite a natural reading of Chapter Four of the Charities Act 2011 , this is true even where the precursor charity is a charitable company.) This can have profound effects on the continuity of business, and can be a disincentive to conversion. There is currently no means of converting a CIO to any other legal form – although it could be wound up and its assets transferred. The CIO status became available to charities in England and Wales on 4 March 2013, based on The Charities Act 2011. In Scotland,

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1280-402: The issue of corporate contributions came before the court again. In Citizens United v. FEC the court said there was virtually no distinction between monetary contributions and political speech, and because we do not limit political speech unless it is tantamount to bribery, corporations have the right as people to donate unlimited amounts of money to any political cause so long as it is not to

1320-426: The late 19th into the early 20th centuries came to a screeching halt in 1929. The Great Depression , as it came to be known, helped a view of corporations emerge that put them at odds with the normal working man. The election of Franklin D. Roosevelt was a manifestation of many populist sentiments the country might have felt. In 1933 a Florida case came before the court, again disputing taxation. In Liggett v. Lee

1360-402: The legal system in which it is used. In the U.S. a certificate of incorporation is usually used as an alternative description of a corporation's articles of incorporation . The certificate of incorporation, or articles of incorporation, form a major constituent part of the constitutional documents of the corporation. In English and Commonwealth legal systems, a certificate of incorporation

1400-535: The manner in which shareholders will be notified if there is need for an additional "special" meeting. Corporations can only deduct net operating losses going back two years and forward 20 years. Assuming a corporation has not sold stock to the public, conducting corporate business is straightforward. Often, it amounts to recording key corporate decisions (for example, borrowing money or buying real estate) and holding an annual meeting. These formalities can often be supplanted by written agreement and do not usually need

1440-758: The process of incorporation can be done either at the federal or provincial level. Companies which incorporate with the federal government will generally need to register extra-provincially in the province that they elect to do business. Similarly, a provincial corporation may need to register extra-provincially if they are to have offices outside of their home province. Incorporated Canadian companies can generally use either Corp., Corporation, Inc., Incorporated, Incorporée, Limited, Limitée, Ltd., Ltée, Société par actions de régime fédéral, and S.A.R.F in their name, but this may vary from province to province. Note that there are two government structures operating within Canada. French system

1480-432: The tax code was misapplied to some of their property and assets. In deciding the case, a unanimous court ruled that governments must abide by the same tax code enforcement for individuals that it did for corporations. While not explicitly stated in the case, it was implied that this case extended equal protection rights to corporations under the 14th amendment . The booming economy the railroad corporations helped build from

1520-609: Was a growth in the profits this industry experienced as well. As the disposable income of banks and other financial institutions rose, they sought a way to use it to influence politics and policy. In response, Massachusetts passed a law limiting corporate donations strictly to issues related to their industry. The First National Bank of Boston challenged the law on First Amendment grounds and won. First National Bank of Boston v. Bellotti allowed business to use financial speech in political causes of any nature. In 2010 amidst an outpouring of frustration and blame directed at Wall Street

1560-563: Was a precedent-setting case in extending "individual rights" to corporations. The railroad was an expensive multi-year project that greatly changed and altered both the physical and commercial landscape of the country. As with most new technology developments that have a broad impact, there are disputes about how those technologies and the businesses they thrive in fit under the umbrella of laws that govern regulations and taxation. In 1886 one such taxation dispute arose between Santa Clara County and Southern Pacific Railroad . The railroad thought

1600-461: Was set up in 2000 to look at the incorporation of charities, and recommended a new form of legal entity. In 2001 the Department of Trade and Industry 's company law review steering group likewise recommended a charitable incorporated organisation with a separate legal regime, as company law is aimed at the commercial sector, with corporate governance structured around the assumption that members of

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