A Swiss association (" Verein " in German , " association " in French , " associazione " in Italian ) is a type of corporation in Swiss law . It is similar to the Anglo-American voluntary association . Unlike in Germany, a Swiss association does not need to be registered in order to obtain legal personality , but must be registered if it "conducts a commercial operation". An association can serve as a non-profit organization (NPO) or non-governmental organization ( NGO ) and this form is used by several Swiss sections of international NGOs such as Amnesty International , and the World Wildlife Fund , by business firms (see below) or by international organizations such as the Fédération Internationale de Football Association (FIFA) . The form can also be used by political parties and alliances, such as trade unions.
23-456: As the establishment of an association involves little paperwork and no registration or fees, it is an important legal form in Switzerland and often used by groups such as sport and social clubs. It has also become a useful form for multiparty business organizations. The only requirement is that prior to the establishment, two persons draw up bylaws and appoint the organs of the association (such as
46-495: 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". Less common types of companies are: When "Ltd" is placed after the company's name, it signifies a limited company, and "PLC" ( public limited company ) indicates that its shares are widely held. In
69-577: A company is a body corporate or corporation company registered under the Companies Acts or under similar legislation. Common forms include: In the United Kingdom, a partnership is not legally a company, but may sometimes be referred to (informally) as a "company". It may be referred to as a "firm" . In the United States , a company is not necessarily a corporation. For example, a company may be
92-754: A lender with guarantees from member firms or backup letters of credit . Several court cases against accounting firms have attempted to use vicarious liability and veil piercing arguments to find liability for the association based on a member's activities. Only one such argument has been successful in American courts: see Cromer Fin., Ltd. v. Berger , No. 00 CIV. 2284 (DLC), 2002 WL 826847, 2002 U.S. Dist. LEXIS 7782 (S.D.N.Y. May 2, 2002) (parent association may be liable for office's securities fraud based on agency doctrine). Most associations now expressly note their status on web sites, e-mails and letterhead in order to prevent future arguments based on agency. The Swiss Verein
115-837: A single partnership maintain multiple profit centers so as to limit profit sharing within the partnership. In many cases, this works like a corporate structure, where the Swiss verein is the holding company and the member firms are the subsidiaries, making the centralization, profit and fund management more efficient. Vereins are usually consolidated as single firms in law firm revenue and headcount rankings such as The American Lawyer ' s "AmLaw 100," while international referral networks such as Lex Mundi and informal "best friends" alliances are usually not consolidated for this purpose. However, some law firm vereins such as DLA Piper have minimal financial integration and primarily serve as referral relationships. The cost sharing between verein members often has
138-444: Is a legal entity representing an association of legal people, whether natural , juridical or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared goals. Over time, companies have evolved to have the following features: "separate legal personality, limited liability, transferable shares, investor ownership, and a managerial hierarchy". The company, as an entity,
161-662: Is similar to the European Economic Interest Grouping (EEIG), but differs in that EEIG member firms share their liabilities while Verein member firms maintain separate liabilities. Baker McKenzie was the first major law firm to become a Swiss verein, in 2004. Since 2009, Swiss vereins have been used in several mergers of large multinational law firms, as they allow regional profit pools and their related tax, accounting and partner compensation systems to remain separate while allowing strategy, branding, information technology and other core functions to be shared between
184-653: The Old French term compagnie (first recorded in 1150), meaning "society, friendship, intimacy; body of soldiers", which came from the Late Latin word companio ("one who eats bread with you"), first attested in the Salic law ( c. AD 500) as a calque of the Germanic expression gahlaibo (literally, "with bread"), related to Old High German galeipo ("companion") and to Gothic gahlaiba ("messmate"). By 1303,
207-851: The Dominican Republic, El Salvador, France, Denmark, Germany, Guatemala, Honduras, Ireland, Italy, Mexico, the Netherlands, Nicaragua, Norway, Panama, Poland, Portugal, Puerto Rico, Singapore, Spain, Switzerland, the United Kingdom and Venezuela. The firm remained local to the Bay Area until the 1990s, when it expanded throughout the U.S. via mergers and acquisitions . In 2010, the firm announced an international labor and employment law office in Caracas , Venezuela (this office subsequently joined Ius Laboris in 2012). The firm opened two offices in Mexico under
230-529: The Verein structure is that because control of the firm is decentralized, offices are only bound by regulators in their country. For instance, non-US offices of accounting firms in a Verein structure are not bound by Securities and Exchange Commission subpoenas from the United States. Since the assets and earnings of a Swiss association are controlled by the member firms, Swiss association borrowers should provide
253-450: The board and the auditors). The association can also be used as a legal form for a business organization consisting of a number of independent offices, each of which has limited liability vis-à-vis the others. The form is often used by multinational professional firms so they can operate globally under one brand whilst maintaining separate profit pools (and ring-fencing liability) in each country in which they operate. One advantage to
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#1732848149670276-419: The constituent partnerships. The main advantage of the verein structure is that profits can be shared between constituent partnerships, incentivizing partners to share clients and work between the member partnerships. Most law firms as vereins overcome cost sharing problem in return for work referrals, which allows for the indirect sharing of profits. This issue is not unique to vereins, as some firms structured as
299-405: The economic effect of splitting fees between member firms in cases where work is referred between them, although revenue sharing between such member firms is often prohibited (this restriction being one of the major considerations underlying the verein structure). The details of cost sharing are not always clearly disclosed to clients and may result in higher fees than what would be charged outside of
322-619: The largest law firm worldwide by lawyer headcount): The model is also used by some smaller international firms such as the employment law specialist Littler Mendelson . The Anglo-Canadian law firm Gowling WLG , formed by a merger in February 2016, uses a variant of the Swiss Verein structure in which the firm's two partnerships are members of an English company limited by guarantee . Accounting firms structured as Swiss associations include: Company A company , abbreviated as co. ,
345-597: The legal context, 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. However, there are many sub-categories of company types that can be formed in various jurisdictions in
368-630: The name Littler, De la Vega y Conde, S.C. In October 2013, Littler combined with two Latin American law firms, adding a presence in four additional countries in the Latin American region — Colombia , Costa Rica , El Salvador , and Panama , and creating a new entity named Littler Global. The firm continued expanding through Littler Global, opening offices in Puerto Rico , the Dominican Republic , Honduras , Peru , and Guatemala . The firm
391-423: The reputation of the exchange or particular market of an 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. A parent company is a company that owns enough voting stock in another firm to control management and operations by influencing or electing its board of directors;
414-441: The resulting entities are often known as corporate groups . A company can be defined as an "artificial person", invisible, intangible, created by or under law, with a discrete legal capacity (or "personality"), perpetual succession , and a common seal . Except for some senior positions, companies remain unaffected by the death, insanity, or insolvency of an individual member. The English word, " company ", has its origins in
437-518: The second company being deemed a subsidiary of the parent company. The definition of a parent company differs by jurisdiction, with the definition normally being defined by way of laws dealing with companies in that jurisdiction. Littler Mendelson Littler Mendelson P.C. is a U.S.-based law firm that specializes in labor and employment law . They have been widely described as a " union busting " firm. The firm has offices in 28 countries: Austria, Belgium, Brazil, Canada, Colombia, Costa Rica,
460-565: The verein relationship. Vereins can also give rise to conflicts of interest. For example, the US arm of Dentons advised a plaintiff in suing Gap Inc. , a longstanding client of the Canadian arm, which a US administrative court found created a conflict despite the fact that the two arms were operationally separate. As of 2014, there are six major law firms structured as Swiss vereins, each averaging 3,100 attorneys and 46 offices in 33 countries (Dentons being
483-533: The word company referred to trade guilds . The usage of the term company to mean "business association" was first recorded in 1553, and the abbreviation "co." dates from 1769. According to the Company Law of the People's Republic of China , companies include the limited liability company and joint-stock limited company which founded in the mainland China. In English law and in legal jurisdictions based upon it,
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#1732848149670506-406: 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 stock exchange which imposes listing requirements / Listing Rules as to the issued shares, the trading of shares and future issue of shares to help bolster
529-501: Was created by the state which granted the privilege of incorporation. Companies take various forms, such as: A company can be created as a legal person so that the company itself has limited liability as members perform or fail to discharge their duties according to the publicly declared incorporation published policy. When a company closes, it may need to be liquidated to avoid further legal obligations. Companies may associate and collectively register themselves as new companies;
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