A joint-stock company (JSC) is a business entity in which shares of the company's stock can be bought and sold by shareholders . Each shareholder owns company stock in proportion, evidenced by their shares (certificates of ownership). Shareholders are able to transfer their shares to others without any effects to the continued existence of the company.
124-475: Svenska Cellulosa Aktiebolaget SCA ( lit. ' Swedish Cellulose Stock Corporation SCA ' ) is a Swedish timber , pulp and paper manufacturer with headquarters in Sundsvall . It has approximately 3,300 employees and a turnover of approximately SEK 20.8 billion (€1.8 billion). Its main products include many one-use paper products, containerboard, solid-wood products, pulp and forest-based biofuel. SCA
248-446: A public limited company ). The Ukrainian form of the private limited company is called товариство з обмеженою відповідальністю (ТОВ or ТзОВ). Corporate law Corporate law (also known as company law or enterprise law ) is the body of law governing the rights , relations, and conduct of persons , companies , organizations and businesses . The term refers to the legal practice of law relating to corporations, or to
372-648: A subsidiary of another corporation (its parent company ), which may itself be either a closely held or a public corporation. In some jurisdictions, the subsidiary of a listed public corporation is also defined as a public corporation (for example, in 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
496-566: A board of directors, except as may be otherwise provided in this chapter or in its certificate of incorporation. In Germany , §76 AktG says the same for the management board, while under §111 AktG the supervisory board's role is stated to be to "oversee" ( überwachen ). In the United Kingdom , the right to manage is not laid down in law, but is found in Part.2 of the Model Articles . This means it
620-445: A certain way. Conceptually a shareholders' agreement fulfills many of the same functions as the corporate constitution, but because it is a contract, it will not normally bind new members of the company unless they accede to it somehow. One benefit of shareholders' agreement is that they will usually be confidential, as most jurisdictions do not require shareholders' agreements to be publicly filed. Another common method of supplementing
744-447: A company generally have rights against each other and against the company, as framed under the company's constitution. However, members cannot generally claim against third parties who cause damage to the company which results in a diminution in the value of their shares or others membership interests because this is treated as " reflective loss " and the law normally regards the company as the proper claimant in such cases. In relation to
868-465: A company is said to represent its equity capital . Most jurisdictions regulate the minimum amount of capital which a company may have, although some jurisdictions prescribe minimum amounts of capital for companies engaging in certain types of business (e.g. banking , insurance etc.). Similarly, most jurisdictions regulate the maintenance of equity capital, and prevent companies returning funds to shareholders by way of distribution when this might leave
992-405: A company with legal liability, not being a partnership, had a distinct legal personality that was separate from that of its individual shareholders. The existence of a corporation requires a special legal framework and body of law that specifically grants the corporation legal personality, and it typically views a corporation as a fictional person, a legal person, or a moral person (as opposed to
1116-453: A corporate tax rate, and dividends paid to shareholders are taxed at a separate rate. Such a system is sometimes referred to as " double taxation " because any profits distributed to shareholders will eventually be taxed twice. One solution, followed by as in the case of the Australian and UK tax systems, is for the recipient of the dividend to be entitled to a tax credit to address the fact that
1240-432: A form for smaller enterprises, are becoming increasingly common. Between 2002 and 2008, the intermediary corporation ( 中間法人 , chūkan hōjin ) existed to bridge the gap between for-profit companies and non-governmental and non-profit organizations. In Latvia , which uses a model similar to Germany, a public stock company is called an akciju sabiedrība (a/s, A/S or AS), whereas a private, 'limited liability company'
1364-614: A large number of members. The shares of each member can be purchased, sold, and transferred without the consent of other members. Its capital is divided into transferable shares, suitable for large undertakings. Joint stock companies have a perpetual succession and a common seal. Ownership refers to a large number of privileges. The company is managed on behalf of the shareholders by a board of directors, elected at an annual general meeting. The shareholders also vote to accept or reject an annual report and audited set of accounts. Individual shareholders can sometimes stand for directorships within
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#17330862824001488-602: A large pool of shareholders with management in the hands of jingshang , merchants who operated their businesses using investors' funds, with investor compensation based on profit-sharing, reducing the risk of individual merchants and burdens of interest payment. The operation of these joint investment partnerships can be examined in a mathematical problem included in the Mathematical treatise in nine sections ( Shu-shu chiu-chang ) (1247 ed.) of Ch'in Chiu-shao (c.1202–61). Although
1612-626: A legal entity that has shares (Bosnian/Croatian: dionica or vrijednosni papir ; Serbian: akcija or hartija od vrijednosti - Cyrillic : акција or хартија од вриједности ) that can be traded in a free market or stock exchanges in the Bosnia and Herzegovina (listed in Sarajevo Stock Exchange or Banja Luka Stock Exchange ). In Bulgaria , a joint-stock company is called a aktsionerno druzhestvo or AD ( Bulgarian : акционерно дружество or АД ). When all shares are owned by
1736-632: A more viable financial structure than previous guilds or state-regulated companies. The first joint-stock companies to be implemented in the Americas were the London Company and the Plymouth Company . Transferable shares aim to achieve positive returns on equity , which is evidenced by investment in companies like the East India Company, which used the financing model to manage their trade on
1860-460: A much smaller hit to their returns as opposed to those involved with a closely held corporation. Publicly traded companies, however, can suffer from that advantage. A closely held corporation can often voluntarily take a hit to profit with little to no repercussions if it is not a sustained loss. A publicly traded company often comes under extreme scrutiny if profit and growth are not evident to stock holders, thus stock holders may sell, further damaging
1984-467: A natural person) which shields its owners (shareholders) from "corporate" losses or liabilities; losses are limited to the number of shares owned. It furthermore creates an inducement to new investors (marketable stocks and future stock issuance). Corporate statutes typically empower corporations to own property, sign binding contracts, and pay taxes in a capacity separate from that of its shareholders, who are sometimes referred to as "members". The corporation
2108-541: A nominal or par value, which is the limit of the shareholder's liability to contribute to the debts of the company on an insolvent liquidation. Shares usually confer a number of rights on the holder. These will normally include: Companies may issue different types of shares, called "classes" of shares, offering different rights to the shareholders depending on the underlying regulatory rules pertaining to corporate structures, taxation, and capital market rules. A company might issue both ordinary shares and preference shares, with
2232-527: A pension fund), or companies limited by guarantee (like some community organizations or charities). Corporate law deals with companies that are incorporated or registered under the corporate or company law of a sovereign state or their sub-national states . The defining feature of a corporation is its legal independence from the shareholders that own it. Under corporate law, corporations of all sizes have separate legal personality , with limited or unlimited liability for its shareholders. Shareholders control
2356-406: A potential takeover bid, that would be an improper purpose. Ronald Coase has pointed out, all business organizations represent an attempt to avoid certain costs associated with doing business. Each is meant to facilitate the contribution of specific resources - investment capital, knowledge, relationships, and so forth - towards a venture which will prove profitable to all contributors. Except for
2480-625: A publicly traded company, as there will generally be fewer voting shareholders, and the shareholders would have common interests. A publicly traded company is also at the mercy of the market, with capital flow in and out based not only on what the company is doing but also on what the market and even what the competitors, major and minor, are doing. However, 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. Therefore, shareholders of publicly traded company will each take
2604-503: A responsabilità limitata , or S.r.l.), and the publicly traded partnership ( società in accomandita per azioni , or S.a.p.a.). The latter is a hybrid of the limited partnership and public limited company, having two categories of shareholders, some with and some without limited liability, and is rarely used in practice. In Japan , both the state and local public entities under the Local Autonomy Act (now 47 prefectures , made in
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#17330862824002728-474: A single shareholder the company receives the special designation of ednolichno aktsionerno druzhestvo or EAD ( Bulgarian : еднолично акционерно дружество or ЕАД ). In Canada both the federal government and the provinces have corporate statutes, and thus a corporation may be incorporated either provincially or federally. Many older corporations in Canada stem from Acts of Parliament passed before
2852-594: A stock transfer for an eighth of the company (or more specifically, the mountain in which the copper resource was available) as early as 1288. In more recent history, the earliest joint-stock company recognized in England was the Company of Merchant Adventurers to New Lands , founded in 1551 with 240 shareholders. It became the Muscovy Company , which had a monopoly on trade between Russia and England , when royal charter
2976-500: A substitute for corporate law, business law means the law relating to the business corporation (or business enterprises), including such activity as raising capital, company formation, and registration with the government. Academics identify four legal characteristics universal to business enterprises. These are: Widely available and user-friendly corporate law enables business participants to possess these four legal characteristics and thus transact as businesses. Thus, corporate law
3100-411: A voluntary liquidation where the company is insolvent will also be controlled by the creditors, and is properly referred to as a creditors' voluntary liquidation ). Where a company goes into liquidation, normally a liquidator is appointed to gather in all the company's assets and settle all claims against the company. If there is any surplus after paying off all the creditors of the company, this surplus
3224-456: Is Europe's largest private owner of forest land, with 2.7 million hectares. The global hygiene product company Essity was part of SCA until 2017. SCA was founded by Ivar Kreuger on 27 November 1929 as a holding company for ten Swedish forest industry companies. Following Kreuger's bankruptcy in 1932, the company came to be controlled by the bank Handelsbanken , who along with associated funds and companies continue to control SCA. Axel Enström
3348-504: Is a default rule, which companies can opt out of (s.20 CA 2006 ) by reserving powers to members, although companies rarely do. UK law specifically reserves shareholders right and duty to approve "substantial non cash asset transactions" (s.190 CA 2006), which means those over 10% of company value, with a minimum of £5,000 and a maximum of £100,000. Similar rules, though much less stringent, exist in §271 DGCL and through case law in Germany under
3472-576: Is a matter of definition. An early form of joint-stock company was the medieval commenda , although it was usually employed for a single commercial expedition. Around 1350 in France at Toulouse , 96 shares of the Société des Moulins du Bazacle , or Bazacle Milling Company were traded at a value that depended on the profitability of the mills the society owned, making it probably the first company of its kind in history. The Swedish company Stora has documented
3596-399: Is a response to three endemic opportunism: conflicts between managers and shareholders, between controlling and non-controlling shareholders; and between shareholders and other contractual counterparts (including creditors and employees). A corporation may accurately be called a company; however, a company should not necessarily be called a corporation, which has distinct characteristics. In
3720-419: Is also empowered to borrow money, both conventionally and directly to the public, by issuing interest-bearing bonds. Corporations subsist indefinitely; "death" comes only by absorption (takeover) or bankruptcy. According to Lord Chancellor Haldane , ...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
3844-574: Is between a two-tier and a one tier board. The United Kingdom, the United States, and most Commonwealth countries have single unified boards of directors. In Germany, companies have two tiers, so that shareholders (and employees) elect a "supervisory board", and then the supervisory board chooses the "management board". There is the option to use two tiers in France, and in the new European Companies ( Societas Europaea ). Recent literature, especially from
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3968-621: Is called a sabiedrība ar ierobežotu atbildību (SIA). State-owned variants of these companies add an initial capital V ( valsts - 'state'), as in VAS and VSIA. In Norway, a joint-stock company is called an aksjeselskap , abbreviated AS . A special and by far less common form of joint-stock companies, intended for companies with a large number of shareholders, is the publicly traded joint-stock companies, called allmennaksjeselskap and abbreviated ASA . A joint-stock company must be incorporated, has an independent legal personality and limited liability, and
4092-473: Is nominated for sustainable forestry and certified products. Continuous work is underway to strengthen biological diversity and secure functional ecosystems. In 2014, the Ethisphere Institute selected SCA as one of the world's most ethical companies for the seventh time in a row. There are several perceptions of what sustainable forestry is. Joint-stock company In modern-day corporate law ,
4216-432: Is often divided into corporate governance (which concerns the various power relations within a corporation) and corporate finance (which concerns the rules on how capital is used). Directors also owe strict duties not to permit any conflict of interest or conflict with their duty to act in the best interests of the company. This rule is so strictly enforced that, even where the conflict of interest or conflict of duty
4340-401: Is primarily the study of the power relations among a corporation's senior executives, its board of directors and those who elect them ( shareholders in the " general meeting " and employees ), as well as other stakeholders, such as creditors , consumers , the environment and the community at large. One of the main differences between different countries in the internal form of companies
4464-458: Is purely hypothetical, the directors can be forced to disgorge all personal gains arising from it. In Aberdeen Ry v. Blaikie (1854) 1 Macq HL 461 Lord Cranworth stated in his judgment that, However, in many jurisdictions the members of the company are permitted to ratify transactions which would otherwise fall foul of this principle. It is also largely accepted in most jurisdictions that this principle should be capable of being abrogated in
4588-503: Is required to have a certain capital upon incorporation. Ordinary joint-stock companies must have a minimum capital of NOK 30,000 upon incorporation, which was reduced from 100,000 in 2012. Publicly traded joint-stock companies must have a minimum capital of NOK 1 million. See: Open joint-stock company (OJSC). In Spain there are two types of companies with limited liability: (i) "S.L.", or Sociedad Limitada (a private limited company ), and (ii) "S.A.", or Sociedad Anónima (similar to
4712-534: Is that in America, directors usually choose where a company is incorporated and §242(b)(1) DGCL says any constitutional amendment requires a resolution by the directors. By contrast, constitutional amendments can be made at any time by 75% of shareholders in Germany (§179 AktG) and the UK (s.21 CA 2006). Countries with co-determination employ the practice of workers of an enterprise having the right to vote for representatives on
4836-565: Is that interest payments to debt is tax deductible whilst payment of dividends are not, this will incentivise a company to issue debt financing rather than preferred stock in order to reduce their tax exposure. A company limited by shares, whether public or private, must have at least one issued share; however, depending on the corporate structure , the formatting may differ. If a company wishes to raise capital through equity, it will usually be done by issuing shares (sometimes called "stock" (not to be confused with stock-in-trade)) or warrants . In
4960-439: Is that of retained profits Various combinations of financing structures have the capacity to produce fine-tuned transactions which, using the advantages of each form of financing, support the limitations of the corporate form, its industry, or economic sector. A mix of both debt and equity is crucial to the sustained health of the company, and its overall market value is independent of its capital structure. One notable difference
5084-493: Is that publicly traded corporations have the burden of complying with additional securities laws, which (especially in the US) may require additional periodic disclosure (with more stringent requirements), stricter corporate governance standards as well as additional procedural obligations in connection with major corporate transactions (for example, mergers) or events (for example, elections of directors). A closely held corporation may be
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5208-414: Is then distributed to the members. As its names imply, applications for compulsory liquidation are normally made by creditors of the company when the company is unable to pay its debts. However, in some jurisdictions, regulators have the power to apply for the liquidation of the company on the grounds of public good, i.e., where the company is believed to have engaged in unlawful conduct, or conduct which
5332-631: The Aktiengesellschaft (AG), analogous to public limited companies (or corporations in US/Can) in the English-speaking world, and the Gesellschaft mit beschränkter Haftung (GmbH), similar to the modern private limited company . Italy recognizes three types of company limited by shares: the public limited company ( società per azioni , or S.p.A.), the private limited company ( società
5456-683: The Canada Business Corporations Act . The Chilean form of joint-stock company is called Sociedad por Acciones (often abbreviated "SpA"). They were created in 2007 by Law N° 20.190, and they are the most recent variety of societary types, as they represent a simplified form of corporation – originally conceived for venture capital companies. According to the Ministry of Economy's Business and Society Registry, SpAs accounted for 71.42% of new businesses in October 2023. The Czech form of
5580-513: The Corporations Act 2001 . In Brazil there are many different types of legal entities ( sociedades ), but the two most common ones commercially speaking are (i) sociedade limitada , identified by "Ltda." or "Limitada" after the company's name, equivalent to the British limited liability company, and (ii) sociedade anônima or companhia , identified by "SA" or "Companhia" in
5704-531: The Dutch East India Company issued shares that were made tradable on the Amsterdam Stock Exchange . The development enhanced the ability of joint-stock companies to attract capital from investors, as they could now easily dispose of their shares. In 1612, it became the first 'corporation' in intercontinental trade with 'locked in' capital and limited liability. The joint-stock company became
5828-487: The Indian subcontinent . Joint-stock companies paid out divisions (dividends) to their shareholders by dividing up the profits of the voyage in the proportion of shares held. Divisions were usually cash, but when working capital was low and detrimental to the survival of the company, divisions were either postponed or paid out in remaining cargo, which could be sold by shareholders for profit. However, in general, incorporation
5952-628: The Tulip Bulb Bubble in the Dutch Republic ) in the 17th century, which set the development of companies in the two leading jurisdictions back by over a century in popular estimation. Companies returned to the forefront of commerce, although in England to circumvent the Bubble Act 1720 investors had reverted to trading the stock of unincorporated associations, until it was repealed in 1825. However,
6076-410: The board of directors , what duties directors owe to the company or when a company must be dissolved as it approaches bankruptcy. Examples of rules that members of a company would be allowed to change and choose could include, what kind of procedure general meetings should follow, when dividends get paid out, or how many members (beyond a minimum set out in the law) can amend the constitution. Usually,
6200-426: The common law of England , and has evolved significantly in the 20th century. In common law countries today, the most commonly addressed forms are: The proprietary limited company is a statutory business form in several countries, including Australia . Many countries have forms of business entity unique to that country, although there are equivalents elsewhere. Examples are the limited liability company (LLC) and
6324-439: The community , and the environment interact with one another. Whilst the term company or business law is colloquially used interchangeably with corporate law, the term business law mostly refers to wider concepts of commercial law , that is the law relating to commercial and business related purposes and activities. In some cases, this may include matters relating to corporate governance or financial law . When used as
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#17330862824006448-406: The limited liability limited partnership (LLLP) in the United States. Other types of business organizations, such as cooperatives , credit unions and publicly owned enterprises, can be established with purposes that parallel, supersede, or even replace the profit maximization mandate of business corporations. There are various types of company that can be formed in different jurisdictions, but
6572-510: The 19th century and municipalities ) are considered to be corporations ( 法人 , hōjin ) . Non-profit corporations may be established under the Civil Code . The term "company" ( 会社 , kaisha ) or (企業 kigyō ) is used to refer to business corporations. The predominant form is the Kabushiki gaisha (株式会社), used by public corporations as well as smaller enterprises. Mochibun kaisha (持分会社),
6696-1341: The MENA region. Pulp has a sales network in Europe and North America. Containerboard has sales managers in Europe. SCA is present in the Netherlands and Germany in logistics and in the Baltics within the business area SCA Forest. The company has no operations in Russia or Ukraine. SCA is Europe's largest private owner of forest land and manages a total of around 2.6 million hectares in northern Sweden, of which two million hectares of productive forest land, which corresponds to up to nine percent of Sweden's total productive forest land. The company also has forests in Estonia, Latvia and Lithuania, which are responsible for managing their own forests, felling and purchasing timber in order to supply SCA's industries with raw material. SCA uses its forest to produce wood-based products such as sawn timber, paper pulp and packaging paper (kraftliner). The company owns wind turbines and produces solid and liquid biofuels from its by-products. The company also provides services for forest owners and transport solutions. SCA
6820-548: The US). The institution most often referenced by the word "corporation" is publicly traded , which means that the company's shares are traded on a public stock exchange (for example, the New York Stock Exchange or Nasdaq in the United States) whose shares of stock of corporations are bought and sold by and to the general public. Most of the largest businesses in the world are publicly traded corporations. However,
6944-502: The United States, a company may or may not be a separate legal entity, and is often used synonymous with "firm" or "business." According to Black's Law Dictionary , in America a company means "a corporation — or, less commonly, an association, partnership or union — that carries on industrial enterprise." Other types of business associations can include partnerships (in the UK governed by the Partnership Act 1890), or trusts (such as
7068-422: The United States, has begun to discuss corporate governance in the terms of management science . While post-war discourse centred on how to achieve effective "corporate democracy" for shareholders or other stakeholders, many scholars have shifted to discussing the law in terms of principal–agent problems . On this view, the basic issue of corporate law is that when a "principal" party delegates his property (usually
7192-561: The altering or extinguishing of the corporation. If unable to discharge its debts in a timely manner, a corporation may end up on bankruptcy liquidation. Liquidation is the normal means by which a company's existence is brought to an end. It is also referred to (either alternatively or concurrently) in some jurisdictions as winding up or dissolution . Liquidations generally come in two forms — either compulsory liquidations (sometimes called creditors' liquidations ) and voluntary liquidations (sometimes called members' liquidations , although
7316-679: The amount of capital they had invested. The beginning of modern company law came when the two pieces of legislation were codified under the Joint Stock Companies Act 1856 at the behest of the then Vice President of the Board of Trade, Mr Robert Lowe . That legislation shortly gave way to the railway boom, and from there the numbers of companies formed soared. In the later nineteenth century depression took hold, and just as company numbers had boomed, many began to implode and fall into insolvency. Much strong academic, legislative and judicial opinion
7440-450: The balance of power between the board of directors and the members of the company. Authority is given or "delegated" to the board to manage the company for the success of the investors. Certain specific decision rights are often reserved for shareholders, where their interests could be fundamentally affected. There are necessarily rules on when directors can be removed from office and replaced. To do that, meetings need to be called to vote on
7564-411: The board is "classified", meaning that directors only come up for re-appointment on different years. If the board is classified, then directors cannot be removed unless there is gross misconduct. Director's autonomy from shareholders is seen further in §216 DGCL, which allows for plurality voting and §211(d) which states shareholder meetings can only be called if the constitution allows for it. The problem
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#17330862824007688-452: The board of directors in a company. In most jurisdictions, directors owe strict duties of good faith , as well as duties of care and skill, to safeguard the interests of the company and the members. In many developed countries outside the English speaking world, company boards are appointed as representatives of both shareholders and employees to " codetermine " company strategy. Corporate law
7812-505: The case of Hallett v Dowdall , the Court of the Exchequer held that such clauses bound people who have notice of them. Four years later, the Joint Stock Companies Act 1856 provided for limited liability for all joint-stock companies provided, among other things, that they included the word "limited" in their company name. The landmark case of Salomon v A Salomon & Co Ltd established that
7936-445: The closest recognizable ancestors of the modern company did not appear until the 16th century. With increasing international trade, Royal charters were granted in Europe (notably in England and Holland ) to merchant adventurers. The Royal charters usually conferred special privileges on the trading company (including, usually, some form of monopoly ). Originally, traders in these entities traded stock on their own account, but later
8060-427: The common law, whilst a shareholder is often colloquially referred to as the owner of the company - it is clear that the shareholder is not an owner of the company but makes the shareholder a member of the company and entitles them to enforce the provisions of the company's constitution against the company and against other members. A share is an item of property, and can be sold or transferred. Shares also normally have
8184-1182: The company announced that it intended to split SCA into two separately listed companies. In 2017 the company Essity was formed and was introduced on the Stock Exchange in Stockholm. In September 2021, St1 and SCA announced their half-owned joint ventures St1 Gothenburg Biorefinery AB and SCA Östrand Biorefinery. The biorefinery in Gothenburg produces biofuel from pine oil from SCA and other renewable raw materials SCA's operations are divided in five business areas: Forest, Wood, Containerboard, Pulp and Renewable energy. Business 2023 The planing mills in Tunadal, Stugun and Bollsta are part of SCA Wood Scandinavia. SCA has operations in several countries. Located near its own forests in northern Sweden, SCA Wood's sawmills and planing mills supply wood products to global markets. Approximately 950 employees over five sawmills and two planing mills enable deliveries of wood to Europe, North Africa, North America, as well as parts of Asia and
8308-545: The company debts that extend beyond the company's ability to pay up to the amount of them. The earliest records of joint-stock companies appear in China during the Tang and Song dynasties . The Tang dynasty saw the development of the heben , the earliest form of joint stock company with an active partner and one or two passive investors. By the Song dynasty this had expanded into the douniu ,
8432-465: The company financially exposed. Often this extends to prohibiting a company from providing financial assistance for the purchase of its own shares. Events such as mergers, acquisitions, insolvency, or the commission of a crime affect the corporate form . In addition to the creation of the corporation, and its financing, these events serve as a transition phase into either dissolution, or some other material shift. A merger or acquisition can often mean
8556-480: The company if a vacancy occurs, but that is uncommon. A joint-stock company also differs from other company forms, as it lacks internal ownership (hence its shareholders). This means that although the shareholder(s) in the joint-stock company may also work for the company as employees or by contract, when they act as shareholders they are always exterior to the company, which may help keep ownership business-oriented and impersonal. Provided sales and assets exist within
8680-520: The company profits. Closely held companies often have a better relationship with workers. In larger, publicly traded companies, often after only one bad year, the first area to feel the effects is the workforce with layoffs or worker hours, wages or benefits being cut. Again, in a closely held business the shareholders can incur the profit damage rather than passing it to the workers. The affairs of publicly traded and closely held corporations are similar in many respects. The main difference in most countries
8804-541: The company through a board of directors which, in turn, typically delegates control of the corporation's day-to-day operations to a full-time executive . Shareholders' losses, in the event of liquidation, are limited to their stake in the corporation, and they are not liable for any remaining debts owed to the corporation's creditors. This rule is called limited liability , and it is why the names of corporations end with " Ltd. " or some variant such as " Inc. " or " plc ." Under almost all legal systems corporations have much
8928-412: The company to incur a loss. In many jurisdictions, where a company continues to trade despite foreseeable bankruptcy , the directors can be forced to account for trading losses personally. Directors are also strictly charged to exercise their powers only for a proper purpose. For instance, were a director to issue a large number of new shares, not for the purposes of raising capital but in order to defeat
9052-635: The company's objects , and the extent of the objects are referred to as the company's capacity . If an activity fell outside the company's capacity it was said to be ultra vires and void . By way of distinction, the organs of the company were expressed to have various corporate powers . If the objects were the things that the company was able to do, then the powers were the means by which it could do them. Usually expressions of powers were limited to methods of raising capital, although from earlier times distinctions between objects and powers have caused lawyers difficulty. Most jurisdictions have now modified
9176-420: The company's activities with the outside world. It states which objects the company is meant to follow (e.g. "this company makes automobiles") and specifies the authorised share capital of the company. The articles of association (or by-laws ) is the secondary document, and will generally regulate the company's internal affairs and management, such as procedures for board meetings, dividend entitlements etc. In
9300-414: The company's constitution. The standard of skill and care that a director owes is usually described as acquiring and maintaining sufficient knowledge and understanding of the company's business to enable him to properly discharge his duties. This duty enables the company to seek compensation from its director if it can be proved that a director has not shown reasonable skill or care which in turn has caused
9424-407: The company's management and business is the board of directors , but in many jurisdictions other officers can be appointed too. The board of directors is normally elected by the members, and the other officers are normally appointed by the board. These agents enter into contracts on behalf of the company with third parties. Although the company's agents owe duties to the company (and, indirectly, to
9548-489: 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 Law 6.404, dated December 15, 1976, as amended. In Bosnia and Herzegovina , a joint-stock company is called: The specified form of organization means that the company ( private or state-owned ) is organized on the Bosnian market (Federation of BiH and RS entity level) as
9672-469: The company, a joint-stock company is effectively a forum for three- party trading: Owners, i.e. shareholders, are seeking financial funds (profits) and offer economic assets, in the form of capital. Employees, contractors and other contracted parties seek compensation and offer labor for this. Utilisers, ie customers, clients and other stakeholders, seek products and services, and offer financial funds for this. The shareholders are usually not liable for any of
9796-408: The company. Often, that 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 it well even if that means going through hard times. Shareholders can incur some of the damage the company may receive from a bad year or slow period in
9920-508: The corporate constitution is by means of voting trusts , although these are relatively uncommon outside the United States and certain offshore jurisdictions . Some jurisdictions consider the company seal to be a part of the "constitution" (in the loose sense of the word) of the company, but the requirement for a seal has been abrogated by legislation in most countries. The most important rules for corporate governance are those concerning
10044-460: The corporation are able to assess the creditworthiness of the corporation and cannot enforce claims against shareholders. Shareholders, therefore, experience some loss of privacy in return for limited liability. That requirement generally applies in Europe, but not in common law jurisdictions, except for publicly traded corporations (for which financial disclosure is required for investor protection). In many countries, corporate profits are taxed at
10168-725: The country's statutes: in the US, usually the Delaware General Corporation Law (DGCL); in the UK, the Companies Act 2006 (CA 2006); in Germany, the Aktiengesetz (AktG) and the Gesetz betreffend die Gesellschaften mit beschränkter Haftung (GmbH-Gesetz, GmbHG). The law will set out which rules are mandatory, and which rules can be derogated from. Examples of important rules which cannot be derogated from would usually include how to fire
10292-409: The court will look beyond the corporate form where the corporation is a sham or perpetuating a fraud. The most commonly cited examples are: Historically, because companies are artificial persons created by operation of law, the law prescribed what the company could and could not do. Usually this was an expression of the commercial purpose which the company was formed for, and came to be referred to as
10416-563: The dealings it describes are perhaps more complex than those practiced a century earlier, it essentially deals with a kind of investment and division of profits that for sure would have been made in the twelfth if not also the eleventh century: a four-party partnership that collectively made an investment (of 424,000 strings of cash) in a Chinese trading venture to southeast Asia. Each party's original investment consisted of precious metals like silver and gold and commodities like salt, paper, and monk certificates (and their accruing tax exemption). Yet
10540-515: The economic crisis. In the UK, the right of members to remove directors by a simple majority is assured under s.168 CA 2006 Moreover, Art.21 of the Model Articles requires a third of the board to put themselves up for re-election every year (in effect creating maximum three year terms). 10% of shareholders can demand a meeting any time, and 5% can if it has been a year since the last one (s.303 CA 2006). In Germany, where employee participation creates
10664-463: The event of any inconsistency, the memorandum prevails and in the United States only the memorandum is publicised. In civil law jurisdictions, the company's constitution is normally consolidated into a single document, often called the charter . It is quite common for members of a company to supplement the corporate constitution with additional arrangements, such as shareholders' agreements , whereby they agree to exercise their membership rights in
10788-432: The exercise of their rights, minority shareholders usually have to accept that, because of the limits of their voting rights, they cannot direct the overall control of the company and must accept the will of the majority (often expressed as majority rule ). However, majority rule can be iniquitous, particularly where there is one controlling shareholder. Accordingly, a number of exceptions have developed in law in relation to
10912-413: The existence of a joint-stock company is often synonymous with incorporation (possession of legal personality separate from shareholders) and limited liability (shareholders are liable for the company's debts only to the value of the money they have invested in the company). Therefore, joint-stock companies are commonly known as corporations or limited companies . Some jurisdictions still provide
11036-458: The firm cannot 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. The regulations most favorable to incorporation include: In many jurisdictions, corporations whose shareholders benefit from limited liability are required to publish annual financial statements and other data so that creditors who do business with
11160-655: The general principle of majority rule. Through the operational life of the corporation, perhaps the most crucial aspect of corporate law relates to raising capital for the business to operate. The law, as it relates to corporate finance, not only provides the framework for which a business raises funds - but also provides a forum for principles and policies which drive the fundraising, to be taken seriously. Two primary methods of financing exists with regard to corporate financing, these are: Each has relative advantages and disadvantages, both at law and economically. Additional methods of raising capital necessary to finance its operations
11284-418: The internal management of the company was being conducted properly, and the rule has now been codified into statute in most countries. Accordingly, companies will normally be liable for all the act and omissions of their officers and agents. This will include almost all torts , but the law relating to crimes committed by companies is complex, and varies significantly between countries. Corporate governance
11408-447: 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
11532-445: The issues. How easily the constitution can be amended and by whom necessarily affects the relations of power. It is a principle of corporate law that the directors of a company have the right to manage. This is expressed in statute in the DGCL , where §141(a) states, (a) The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of
11656-481: The majority of corporations are privately held , or closely held, so there is no ready market for the trading of shares. Many such corporations are owned and managed by a small group of businesspeople or companies, but the size of such a corporation can be as vast as the largest public corporations. Closely held corporations have some advantages over publicly traded corporations. A small, closely held company can often make company-changing decisions much more rapidly than
11780-491: The members came to operate on joint account and with joint stock, and the new Joint stock company was born. Early companies were purely economic ventures; it was only a belatedly established benefit of holding joint stock that the company's stock could not be seized for the debts of any individual member. The development of company law in Europe was hampered by two notorious "bubbles" (the South Sea Bubble in England and
11904-400: The most common forms of company are: There are, however, many specific categories of corporations and other business organizations which may be formed in various countries and jurisdictions throughout the world. One of the key legal features of corporations are their separate legal personality, also known as "personhood" or being "artificial persons". However, the separate legal personality
12028-517: The need for greater boardroom stability, §84(3) AktG states that management board directors can only be removed by the supervisory board for an important reason ( ein wichtiger Grund ) though this can include a vote of no-confidence by the shareholders. Terms last for five years, unless 75% of shareholders vote otherwise. §122 AktG lets 10% of shareholders demand a meeting. In the US, Delaware lets directors enjoy considerable autonomy. §141(k) DGCL states that directors can be removed without any cause, unless
12152-696: The order and was separate and distinct from him. And in Macaura v. Northern Assurance Co Ltd a claim under an insurance policy failed where the insured had transferred timber from his name into the name of a company wholly owned by him, and it was subsequently destroyed in a fire; as the property now belonged to the company and not to him, he no longer had an "insurable interest" in it and his claim failed. Separate legal personality allows corporate groups flexibility in relation to tax planning, and management of overseas liability. For instance in Adams v. Cape Industries plc it
12276-435: The partnership, all business forms are designed to provide limited liability to both members of the organization and external investors. Business organizations originated with agency law , which permits an agent to act on behalf of a principal, in exchange for the principal assuming equal liability for the wrongful acts committed by the agent. For this reason, all partners in a typical general partnership may be held liable for
12400-465: 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. This 'directing will' is embodied in a corporate Board of Directors. The legal personality has two economic implications. It grants creditors (as opposed to shareholders or employees) priority over the corporate assets upon liquidation. Second, corporate assets cannot be withdrawn by its shareholders, and assets of
12524-453: The position by statute, and companies generally have capacity to do all the things that a natural person could do, and power to do it in any way that a natural person could do it. However, references to corporate capacity and powers have not quite been consigned to the dustbin of legal history. In many jurisdictions, directors can still be liable to their shareholders if they cause the company to engage in businesses outside its objects, even if
12648-436: The possibility of registering joint-stock companies without limited liability. In the United Kingdom and in other countries that have adopted its model of company law, they are known as unlimited companies . A joint-stock company is an artificial person; it has legal existence separate from persons composing it. It can sue and can be sued in its own name. It is created by law, established for commercial purposes, and comprises
12772-493: The process of obtaining Royal charters was insufficient to keep up with demand. In England there was a lively trade in the charters of defunct companies. It was not until the Joint Stock Companies Act 1844 that the first equivalent of modern companies, formed by registration, appeared. Soon after came the Limited Liability Act 1855 , which in the event of a company's bankruptcy limited the liability of all shareholders to
12896-426: The profits represented by the dividend have already been taxed. The company profit being passed on is thus effectively taxed only at the rate of tax paid by the eventual recipient of the dividend. In other systems, dividends are taxed at a lower rate than other income (for example, in the US), or shareholders are taxed directly on the corporation's profits, while dividends are not taxed (for example, S corporations in
13020-417: The public limited company is called akciová společnost ( a.s. ) and its private counterpart is called společnost s ručením omezeným ( s.r.o. ). Their Slovak equivalents are called akciová spoločnosť ( a.s. ) and spoločnosť s ručením obmedzeným ( s.r.o. ). Germany , Austria , Switzerland and Liechtenstein recognize two forms of company limited by shares:
13144-616: The same legal rights and obligations as individuals. In some jurisdictions, this extends to allow corporations to exercise human rights against real individuals and the state, and they may be responsible for human rights violations. Just as they are "born" into existence through its members obtaining a certificate of incorporation , they can "die" when they lose money into insolvency . Corporations can even be convicted of criminal offences, such as corporate fraud and corporate manslaughter . Although some forms of companies are thought to have existed during Ancient Rome and Ancient Greece ,
13268-442: The shareholder's capital, but also the employee's labour) into the control of an "agent" (i.e. the director of the company) there is the possibility that the agent will act in his own interests, be "opportunistic", rather than fulfill the wishes of the principal. Reducing the risks of this opportunism, or the "agency cost", is said to be central to the goal of corporate law. The rules for corporations derive from two sources. These are
13392-456: The shareholders) to exercise those powers for a proper purpose, generally speaking third parties' rights are not impugned if it transpires that the officers were acting improperly. Third parties are entitled to rely on the ostensible authority of agents held out by the company to act on its behalf. A line of common law cases reaching back to Royal British Bank v Turquand established in common law that third parties were entitled to assume that
13516-495: The so-called Holzmüller-Doktrin . Probably the most fundamental guarantee that directors will act in the members' interests is that they can easily be sacked. During the Great Depression , two Harvard scholars, Adolf Berle and Gardiner Means wrote The Modern Corporation and Private Property , an attack on American law which failed to hold directors to account, and linked the growing power and autonomy of directors to
13640-425: The statute will set out model articles , which the corporation's constitution will be assumed to have if it is silent on a bit of particular procedure. The United States, and a few other common law countries, split the corporate constitution into two separate documents (the UK got rid of this in 2006). The memorandum of association (or articles of incorporation ) is the primary document, and will generally regulate
13764-614: The theory of corporations . Corporate law often describes the law relating to matters which derive directly from the life-cycle of a corporation. It thus encompasses the formation, funding, governance, and death of a corporation. While the minute nature of corporate governance as personified by share ownership , capital market , and business culture rules differ, similar legal characteristics and legal problems exist across many jurisdictions. Corporate law regulates how corporations , investors , shareholders , directors , employees , creditors , and other stakeholders such as consumers ,
13888-402: The transactions are still valid as between the company and the third party. And many jurisdictions also still permit transactions to be challenged for lack of " corporate benefit ", where the relevant transaction has no prospect of being for the commercial benefit of the company or its shareholders. As artificial persons, companies can only act through human agents. The main agent who deals with
14012-447: The two types having different voting and/or economic rights. It might provide that preference shareholders shall each receive a cumulative preferred dividend of a certain amount per annum, but the ordinary shareholders shall receive everything else. Corporations will structure capital raising in this way in order to appeal to different lenders in the market by providing different incentives for investment. The total value of issued shares in
14136-428: The value of their individual investments varied considerably, as much as eightfold. Likewise, each party's share of the profits varied greatly, evidently in proportion to its overall share in the total investment. While social and family ties may have shaped the circle of potential coinvestors, they affected little, if at all, an investor's eventual share of the profits, or losses. Finding the earliest joint-stock company
14260-470: The wrongs committed by one partner. Those forms that provide limited liability are able to do so because the state provides a mechanism by which businesses that follow certain guidelines will be able to escape the full liability imposed under agency law. The state provides these forms because it has an interest in the strength of the companies that provide jobs and services therein, but also has an interest in monitoring and regulating their behaviour. Members of
14384-534: The Östrand pulp mill in Timrå, Sweden. The annual production capacity of bleached sulphate pulp was to increase from approximately 430 000 tonnes to 900 000 tonnes. The investment amounted to approximately SEK 7.8 billion (€815m) and was expected to be one of the largest industrial investment in the history of Norrland. In August 2015 it was announced that SCA's hygiene operations and forest operations were to be divided into two different divisions. A year later, 24 August 2016,
14508-566: Was acquired. In 2007, SCA bought the European business of Procter & Gamble , significantly expanding its hygiene product business. In 2008 SCA increases ownership in Chinese tissue company Vinda . In 2012 SCA divested its packaging operations – excluding the two kraftliner mills in Sweden – to DS Smith. In August 2015 it was announced that SCA was to invest in increased capacity for mass production at
14632-610: Was granted in 1555. The most notable joint-stock company from the British Isles was the East India Company , which was granted a royal charter by Queen Elizabeth I on December 31, 1600 with the intention of establishing trade on the Indian subcontinent . The charter effectively granted the newly formed Honourable East India Company a fifteen-year monopoly on all English trade in the East Indies . Soon afterwards, in 1602,
14756-446: Was held that victims of asbestos poisoning at the hands of an American subsidiary could not sue the English parent in tort. Whilst academic discussion highlights certain specific situations where courts are generally prepared to " pierce the corporate veil ", to look directly at, and impose liability directly on the individuals behind the company; the actual practice of piercing the corporate veil is, at English law, non-existent. However,
14880-501: Was not confirmed under English law until 1895 by the House of Lords in Salomon v. Salomon & Co. Separate legal personality often has unintended consequences , particularly in relation to smaller, family companies . In B v. B [1978] Fam 181 it was held that a discovery order obtained by a wife against her husband was not effective against the husband's company as it was not named in
15004-531: Was opposed to the notion that businessmen could escape accountability for their role in the failing businesses. The last significant development in the history of companies was the decision of the House of Lords in Salomon v. Salomon & Co. where the House of Lords confirmed the separate legal personality of the company, and that the liabilities of the company were separate and distinct from those of its owners. The law of business organizations originally derived from
15128-551: Was possible by royal charter or private act , and it was limited because of the government's jealous protection of the privileges and advantages thereby granted. As a result of the rapid expansion of capital-intensive enterprises in the course of the Industrial Revolution in Europe and the United States, many businesses came to be operated as unincorporated associations or extended partnerships , with large numbers of members. Nevertheless, membership of such associations
15252-524: Was the managing director from 1950 to 1960 and chairman of the board from 1960 to 1965. In 1975 SCA acquired Mölnlycke , a leading western European producer of disposable hygiene products, and in 1990 SCA acquired transport packaging company Reedpack. In 1995 the Germany-based paper and packaging company PWA was acquired. In 2001 the division Wisconsin Tissue of the United States company Georgia-Pacific Tissue
15376-399: Was usually for a short term so their nature was constantly changing. Consequently, registration and incorporation of companies, without specific legislation, was introduced by the Joint Stock Companies Act 1844 . Initially, companies incorporated under this Act did not have limited liability, but it became common for companies to include a limited liability clause in their internal rules. In
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