   #copyright

Corporation

2007 Schools Wikipedia Selection. Related subjects: Business

            Business law
       Business organizations
            Basic forms:
   Sole proprietorship
   Corporation
   Partnership
   ( General · Limited · LLP)
   Cooperative
                USA:
   Business trust · LLC · LLLP
   Delaware corporation
   Nevada corporation
          UK/Commonwealth:
   Limited company
   ( By shares · By guarantee)
   ( Public · Proprietary)
        Civil law countries:
   AB · AG · ANS · A/S · GmbH
   K.K. · N.V. · OY · S.A.
   European Company Statute
              Doctrines
   Corporate governance
   Limited liability · Ultra vires
   Business judgment rule
   De facto corporation and
   corporation by estoppel
   Piercing the corporate veil
        Related areas of law
     Contract · Civil procedure

   A corporation is a legal entity which, while being composed of natural
   persons, exists completely separately from them. This separation gives
   the corporation unique powers which other legal entities lack. The
   extent and scope of its status and capacity is determined by the law of
   the place of incorporation.

   Investors and entrepreneurs often form joint stock companies and
   incorporate them to facilitate a business; as this form of business is
   now extremely prevalent, the term corporation is often used to refer
   specifically to such business corporations. Corporations may also be
   formed for local government ( municipal corporation), policial,
   religious, and charitable purposes ( not-for-profit corporation), or
   government programs ( government-owned corporation).

Legal status

   The law typically views a corporation as a fictional person, a legal
   person, or a moral person (as opposed to a natural person); United
   States law recognises this as corporate personhood. Under such a
   doctrine (traditionally seen as a legal fiction), a corporation enjoys
   many of the rights and obligations of individual persons, such as the
   ability to own property, sign binding contracts, pay taxes, have
   certain constitutional rights, and otherwise participate in society.
   (Note that corporations do not possess all the rights appertaining to
   individuals: in most jurisdictions, for example, a corporation cannot
   become a citizen nor vote.)

   In common law countries, the classic statement of this principle is
   found in Lennard's Carrying Co Ltd v Asiatic Petroleum Co Ltd [1915] AC
   705, where Lord Haldane said:

          "My Lords, 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 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."

   The most salient features of incorporation include:

   Limited Liability
          Unlike in a partnership or sole proprietorship, members of a
          corporation have "limited" liability for the corporation's debts
          and obligations: see leading case in common law, Salomon v.
          Salomon & Co. [1897] AC 22. As a result their potential losses
          cannot exceed the amount which they contributed to the
          corporation as dues or paid for shares. The economic rationale
          for this lies in the fact that it allows anonymous trading in
          the shares of the corporation by virtue of eliminating the
          corporation's creditors as a stakeholder in such a transaction.
          Without limited liability, a creditor would not likely allow any
          share to be sold to a buyer of at least equivalent
          creditworthiness as the seller. Limited liability further allows
          corporations to raise tremendously more funds for enterprises by
          combining funds from the owners of stock. Limited liability
          reduces the amount that an investor can lose in a company. This
          in turn greatly reduces the risk for potential investors and
          increases both the number of willing investors and the amount
          they are likely to invest, thus adding liquidity and volume to
          the stock market.

   Perpetual Lifetime
          The assets and structure of the corporation exist beyond the
          lifetime of any of its members or agents. This allows for
          stability and accumulation of capital, which thus becomes
          available for investment in projects of a larger size and over a
          longer term than if the corporate assets remained subject to
          dissolution and distribution. This feature also had great
          importance in the medieval period, when land donated to the
          Church (a corporation) would not generate the feudal fees that a
          lord could claim upon a landholder's death. In this regard, see
          Statute of Mortmain. It is important to note that the "perpetual
          lifetime" feature is an indication of the unbounded potential
          duration of the corporation's existence, and its accumulation of
          wealth and thus power. (In theory, a corporation can have its
          charter revoked at any time, putting an end to its existence as
          a legal entity. However, in practice, dissolution only occurs
          for corporations that request it or fail to meet annual filing
          requirements.)

Ownership and control

   Humans and other legal entities composed of humans (such as trusts and
   other corporations) can have the right to vote or share in the profit
   of corporations. In the case of for-profit corporations, these voters
   hold shares of stock as proof of ownership of the corporation, and are
   thus called shareholders or stockholders. When no stockholders exist, a
   corporation may exist as a non-stock corporation, and instead of having
   stockholders, the corporation has members who have the right to vote on
   its operations. If the non-stock corporation is not operated for
   profit, it is called a not-for-profit corporation. In either category,
   the corporation comprises a collective of individuals with a distinct
   legal status and with special privileges not provided to ordinary
   unincorporated businesses, to voluntary associations, or to groups of
   individuals.

   For the purposes of the next few paragraphs, the term "members" will be
   used to refer to stockholders of a stock corporation and members of a
   non-stock corporation.

   Typically, a board of directors governs a corporation on the behalf of
   the members. The corporate members elect the directors, and the board
   has a fiduciary duty to look after the interests of the corporation.
   The corporate officers such as the CEO, president, treasurer, and other
   titled officers are usually chosen by the board to manage the affairs
   of the corporation.

   Corporations can also be controlled (in part) by creditors such as
   banks. In return for lending money to the corporation, creditors can
   demand a controlling interest analogous to that of a shareholder,
   including one or more seats on the board of directors. Creditors are
   not said to "own" the corporation as shareholders do, but can outweigh
   the shareholders in practice, especially if the corporation is
   experiencing financial difficulties and cannot survive without credit.

   Members of a corporation are said to have a "residual interest." Should
   the corporation end its existence, the members are the last to receive
   its assets, following creditors and others with interests in the
   corporation. This can make investment in a corporation risky; however,
   the risk is outweighed by the corporation's limited liability, which
   ensures that the members will only be liable for the amount they
   contributed. This only applies in the case of for-profit corporations;
   non-profits are not allowed to have residual benefits available to the
   members.

Formation

   Historically, corporations were created by special charter of
   governments. Today, corporations are usually registered with the state,
   province, or federal government and become regulated by the laws
   enacted by that government. Registration is the main prerequisite to
   the corporation's assumption of limited liability. As part of this
   registration, it must in many cases be required to designate the
   principal address of the corporation as well as a Registered Agent (a
   person or company that is designated to receive legal service of
   process). As part of the registration, it may also be required to
   designate an agent or other legal representative of the corporation
   depending on the filing jurisdiction.

   Generally, a corporation files articles of incorporation with the
   government, laying out the general nature of the corporation, the
   amount of stock it is authorized to issue, and the names and addresses
   of directors. Once the articles are approved, the corporation's
   directors meet to create bylaws that govern the internal functions of
   the corporation, such as meeting procedures and officer positions.

   The law of the jurisdiction in which a corporation operates will
   regulate most of its internal activities, as well as its finances. If a
   corporation operates outside its home state, it is often required to
   register with other governments as a foreign corporation, and is almost
   always subject to laws of its host state pertaining to employment,
   crimes, contracts, civil actions, and the like.

   See also: Incorporating in nevada

Naming

   Corporations generally have a distinct name. Historically, some
   corporations were named after their membership: for instance, "The
   President and Fellows of Harvard College." Nowadays, corporations in
   most jurisdictions have a distinct name that does not need to make
   reference to their membership. In Canada, this possibility is taken to
   its logical extreme: many smaller Canadian corporations have no names
   at all, merely numbers (e.g., "1234567 Ontario Limited").

   In most countries, corporate names include the term "Corporation", or
   an abbreviation that denotes the corporate status of the entity. See
   Types of corporations for a full list. Of course, these terms vary by
   jurisdiction and language. Their use puts all persons on constructive
   notice that they have to deal with an entity whose liability remains
   limited, in the sense that it does not reach back to the persons who
   constitute the entity; one can only collect from whatever assets the
   entity still controls at the time one obtains a judgment against it.

   Certain jurisdictions do not allow the use of the word "company" alone
   to denote corporate status, since the word "company" may refer to a
   partnership or to a sole proprietorship, or even, archaically, to a
   group of not necessarily related people (for example, those staying in
   a tavern).

Unresolved issues

   The nature of the corporation continues to evolve, both through
   existing corporations pushing new ideas and structures, courts
   responding, and governments regulating in response to new situations. A
   question of long standing is that of diffused responsibility: for
   example, if the corporation is found liable for a death, then how
   should the blame and punishment for this be allocated across the
   shareholders, directors, management and staff of the corporation, and
   the corporation itself? See corporate manslaughter specifically, and
   corporate liability generally.

   The present law differs among jurisdictions, and is in a state of flux.
   Some argue that the owners of the business - the shareholders - should
   be ultimately responsible for such circumstances, forcing them to
   consider issues other than profit when investing, but the modern
   corporation may have many millions of small shareholders who know
   nothing about its business activities. In addition, traders —
   especially hedge funds — may rapidly turn over their partial ownership
   of a corporation many times a day.

   One position is that the directors should be passed the burden of moral
   and legal responsibility as part of their job of representing the
   shareholders. Another position is that the artificial entity of the
   corporation itself should be held liable, in accordance with the model
   of a corporation as a natural person. In some jurisdictions, both
   directors and the corporation are liable for certain offences (see, for
   example, the Canadian province of Ontario's Environmental Protection
   Act). The issue of corporate repeat offenders (see H.Glasbeak, "Wealth
   by Stealth: Corporate Crime, Corporate Law, and the Perversion of
   Democracy" (Between the lines press: Toronto 2002) raises the question
   of the so-called "death penalty for corporations."

Origins

Etymology

   The word "corporation" derives from the Latin Corpus (body),
   representing a "body of people"; that is, a group of people authorized
   to act as an individual ( Oxford English Dictionary). The word
   universitas also used to refer to a group of people but now refers
   specifically to a group of scholars (see University). In England the
   term corporation was also used for the local government body in charge
   of a borough. This style was replaced in most cases with the term
   council in Britain in 1973, and in the Republic of Ireland in 2001. The
   sole exception is the Corporation of London which retains the title.

Pre-modern corporations

   Corporations have been present in some forms as far back as ancient
   India and ancient Rome. Although devoid of some of the core
   characteristics by which corporations are known today, they nonetheless
   were enterprises with a form of shareholders who invested money for a
   specific purpose. Such corporations in the Roman Empire were sanctioned
   by the state, while such corporations in the Maurya Empire were mostly
   private commercial entities.

   With the collapse of the Roman Empire, the Roman conception of the
   corporation merged with other views. Germanic tribes, for example,
   maintained that a group entity in and of itself could have a separate
   identity from that of its members.

   These influences came together in the body of canon law built around
   the conception of the church as corporate structure in the Middle Ages.
   Different theories of the church as corporate body were favored by
   different individuals but all agreed on one key component: that the
   church was more than just its members and could maintain an existence
   perpetually, regardless of the death of any individual member.

   This, together with discussion as to the relationship between the head
   of a corporation (such as the Pope) and its members, contributed not
   only to the development of modern corporations and corporate theory but
   also set the stage for many ideas that would come to fruition during
   the enlightenment. Kenneth Pomeranz, an economic historian, argues that
   the need to perform pseudo-governmental operations (such as the waging
   of war) accounts for the development of this economic structure in
   Europe but not in China or in the Middle East.

   The law classifies a corporation either as a corporation sole (one
   person) or as a corporation aggregate (any other number).

Development of modern commercial corporations

   1/8 share of the Stora Kopparberg mine, dated June 16, 1288.
   Enlarge
   1/8 share of the Stora Kopparberg mine, dated June 16, 1288.
   A bond issued by the Dutch East India Company, dating from 1623, for
   the amount of 2,400 florins
   Enlarge
   A bond issued by the Dutch East India Company, dating from 1623, for
   the amount of 2,400 florins

   Early corporations of the commercial sort were formed under frameworks
   set up by governments of states to undertake tasks which appeared too
   risky or too expensive for individuals or governments to embark upon.
   The alleged oldest commercial corporation in the world, the Stora
   Kopparberg mining community in Falun, Sweden, obtained a charter from
   King Magnus Eriksson in 1347. Many European nations chartered
   corporations to lead colonial ventures, such as the Dutch East India
   Company, and these corporations came to play a large part in the
   history of corporate colonialism.

   In the United States, government chartering began to fall out of vogue
   in the mid-1800s. Corporate law at the time was focused on protection
   of the public interest, and not on the interests of corporate
   shareholders. Corporate charters were closely regulated by the states.
   Forming a corporation usually required an act of legislature. Investors
   generally had to be given an equal say in corporate governance, and
   corporations were required to comply with the purposes expressed in
   their charters. Many private firms in the 19th century avoided the
   corporate model for these reasons (Andrew Carnegie formed his steel
   operation as a limited partnership, and John D. Rockefeller set up
   Standard Oil as a trust). Eventually, state governments began to
   realize the greater corporate registration revenues available by
   providing more permissive corporate laws. New Jersey was the first
   state to adopt an "enabling" corporate law, with the goal of attracting
   more business to the state. Delaware followed, and soon became known as
   the most corporation-friendly state in the country after New Jersey
   raised taxes on the corporations forcing them out only to reduce taxes
   after this mistake was realized but by then it was too late; even
   today, most major public corporations are set up under Delaware law.

   The 20th century saw a proliferation of enabling law across the world,
   which some argue helped to drive economic booms in many countries
   before and after World War I (the advantage to the overall economy of
   enabling laws must, however, be viewed in light of the success of
   Carnegie Steel and Standard Oil, the economic stimulus of the war, the
   flourishing of the automotive sector, and other major economic
   drivers). Starting in the 1980s, many countries with large state-owned
   corporations moved toward privatization, the selling of publicly owned
   services and enterprises to private, normally corporate, ownership.
   Deregulation - reducing the public-interest regulation of corporate
   activity - often accompanied privatization as part of an ideologically
   laissez-faire policy. Another major postwar shift was toward
   development of conglomerates, in which large corporations purchased
   smaller corporations to expand their industrial base. Japanese firms
   developed a horizontal conglomeration model, the keiretsu, which was
   later duplicated in other countries as well. While corporate efficiency
   (and profitability) skyrocketed, small shareholder control was
   diminished and directors of corporations assumed greater control over
   business, contributing in part to the hostile takeover movement of the
   1980s and the accounting scandals that brought down Enron and WorldCom
   following the turn of the century.

   More recent corporate developments include downsizing, contracting-out
   or out-sourcing, off-shoring and scoping down activities to core
   business, as information technology, global trade regimes, and cheap
   fossil fuels enable corporations to reduce and externalize labour
   costs, transportation costs and transaction costs, and thereby maximize
   profits.

   For a history of corporations that is “pro-corporate”, see John
   Micklethwait and Adrian Wooldridge, The Company: a Short History of a
   Revolutionary Idea (New York: Modern Library, 2003). For a history of
   corporations that is “critical”, see Joel Bakan, The Corporation. The
   pathological pursuit of profit and power (Toronto: Viking Canada,
   2004).

Types of corporations

   Most corporations are registered with the local jurisdiction as either
   a stock corporation or a non-stock corporation. Stock corporations
   represent ownership of the corporation by shares of stock. A stock
   corporation is generally always a for-profit corporation. A non-stock
   corporation does not have owners, but may have members who have voting
   rights in the corporation.

   Some jurisdictions (Washington, D.C., for example) separate
   corporations into for-profit and non-profit, as opposed to dividing
   into stock and non-stock.

For-profit and non-profit

   In modern economic systems, the corporate conventions of governance
   commonly appear in a wide variety of business and non-profit
   activities. Though the laws governing these creatures of statute often
   differ, the courts often interpret provisions of the law that apply to
   profit-making enterprises in the same manner (or in a similar manner)
   when applying principles to non-profit organizations — as the
   underlying structures of these two types of entity often resemble each
   other.

Closely held and public

   The institution most often referenced when the word "corporation" is a
   public or publicly traded corporation, the shares of which are traded
   on a public market (e.g., the New York Stock Exchange or Nasdaq)
   designed specifically for the buying and selling of shares of stock of
   corporations by and to the general public. Most of the largest
   businesses in the world are publicly traded corporations. However, the
   majority of corporations are said to be closely held, privately held or
   close corporations, meaning that no ready market exists for the trading
   of ownership interests. Many such corporations are owned and managed by
   a small group of businesspeople or companies, although the size of such
   a corporation can be as vast as the largest public corporations.

   The affairs of publicly traded and closely held corporations are
   similar in many respects. The main difference in most countries is that
   publicly traded corporations have the burden of complying with
   additional securities laws, which (especially in the U.S.) may require
   additional periodic disclosure (with more stringent requirements),
   stricter corporate governance standards, and additional procedural
   obligations in connection with major corporate transactions (e.g.
   mergers) or events (e.g. elections of directors).

Mutual Benefit Corporations

   A mutual benefit nonprofit corporation is formed solely for the benefit
   of its members. An example of a mutual benefit nonprofit corporation is
   a golf club. Individuals pay to join the club, memberships may be
   bought and sold, and any property owned by the club is distributed to
   its members if the club dissolves. The club can decide, in its
   corporate bylaws, how many members to have, and who can be a member.
   Generally, while it is a nonprofit corporation, a mutual benefit
   corporation is not a charity. Because it is not a charity, a mutual
   benefit nonprofit corporation cannot obtain 501(c)(3) status. If there
   is a dispute as to how a mutual benefit nonprofit corporation is being
   operated, it is up to the members to resolve the dispute since the
   corporation exists to solely serve the needs of its membership and not
   the general public.

Multinational corporations

   Following on the success of the corporate model at a national level,
   many corporations have become transnational or multinational
   corporations: growing beyond national boundaries to attain sometimes
   remarkable positions of power and influence in the process of
   globalising.

   The typical "transnational" or "multinational" may fit into a web of
   overlapping ownerships and directorships, with multiple branches and
   lines in different regions, many such sub-groupings comprising
   corporations in their own right. Growth by expansion may favour
   national or regional branches; growth by acquisition or merger can
   result in a plethora of groupings scattered around and/or spanning the
   globe, with structures and names which do not always make clear the
   structures of ownership and interaction.

   In the spread of corporations across multiple continents, the
   importance of corporate culture has grown as a unifying factor and a
   counterweight to local national sensibilities and cultural awareness.

National features

   There are various types of corporations throughout the world.

United States

   In the United States, several corporate forms exist; the name of
   "corporation" generally applies to a business run for profit.

   Corporate formation is generally within the purview of state
   governments. The federal government usually does not grant corporate
   charters, except for some special instances such as Amtrak and Freddie
   Mac and banks and credit unions which opt not to receive charters from
   their home states.

   Because corporate law differs from state to state, many American
   corporations are incorporated in a different state than their primary
   base of operations. Many large corporations are chartered as " Delaware
   corporations" under the laws of Delaware, which charges no tax on
   activities outside the state and has courts experienced in corporate
   law. Corporations set up for privacy or asset protection often charter
   in Nevada, which does not require disclosure of share ownership. Many
   other states, particularly smaller states, have harmonized their
   corporate law around the Model Business Corporation Act, a "guideline"
   statute drafted by the American Bar Association.

   Legally, corporations are accorded some corporate personhood, i.e.
   Constitutional rights similar to those held by persons. Contrary to
   accepted legal precedent the U.S. Supreme Court did not rule on this
   question in the 1886 case Santa Clara County v. Southern Pacific
   Railroad.

   In Santa Clara County v. Southern Pacific Railroad Company (1886),
   Justice Harlan delivering the opinion of the court said the question
   regarding whether a corporation is a person within the meaning of the
   Fourteenth Amendment is an issue upon which the Court “did not deem it
   necessary to pass.”

   In the head notes of the case prepared by Supreme Court reporter J. C.
   Bancroft Davis, there is the sentence: “The defendant Corporations are
   persons within the intent of the clause in section 1 of the Fourteenth
   Amendment to the Constitution … .” Because of illness, Chief Justice
   Morrison Remick Waite never reviewed the head notes.

   Thus, without any deliberation, decision or ruling by the United States
   Supreme Court, the United States law has proceeded since 1886 with an
   accepted legal precedent based on the mistake of a clerk who reported
   something that never occurred.

   The oldest corporation in the United States, and the oldest in North
   America, is the President and Fellows of Harvard College (also known as
   the Harvard Corporation), chartered in 1650.

   Historically, most U.S. states issued charters for fixed lengths of
   time (for example, a manufacturing corporation might receive a charter
   good for 40 years), and only by an act of the legislature. Some
   individuals believed corporations should remain accountable to the
   government and used these limited charters as a means of forcing
   companies to do so. Investors, however, noted that it led to unhealthy
   amounts of political payoffs and graft. Most states now charter
   unlimited-term corporations for a small fee, and possibly for a yearly
   tax.

   Many countries around the world now have corporate laws based upon
   state laws from the United States. For example, corporations in Saudi
   Arabia follow corporate laws copied from New York.

Canada

   In Canada both the federal government and the provinces have corporate
   statutes, and thus a corporation may have a provincial or a federal
   charter. Many older corporations in Canada stem from Acts of Parliament
   passed before the introduction of general corporation law. The oldest
   corporation in Canada is the Hudson's Bay Company, chartered in 1670.
   Federally recognized corporations are regulated by the Canada Business
   Corporations Act.

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
   the Corporations Act 2001.

German-speaking countries

   Germany, Austria, Switzerland and Liechtenstein recognize two forms of
   corporation: the Aktiengesellschaft (AG), analogous to public
   corporations in the English-speaking world, and the Gesellschaft mit
   beschränkter Haftung (GmbH), similar to (and an inspiration for) the
   modern limited liability company.

Italy

   Italy recognizes two forms of companies with limited liability:
   "S.r.l", or "Società a Responsabilità Limitata" (similar to Limited
   liability company) and "S.p.A" or "Società Per Azioni" (similar to
   American stock corporation).

Corporate taxation

   In many countries, including the United States and United Kingdom,
   corporate profits are taxed at 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 to this (as in the case of Australia and UK tax systems) is
   for the recipient of the dividend to be entitled to a tax credit which
   addresses the fact that the profits represented by the dividend have
   already been taxed. The company profit being passed on is therefore
   effectively only taxed at the rate of tax paid by the eventual
   recipient of the dividend.

Criticisms

   Adam Smith in the Wealth of Nations criticized the corporate form
   because of the separation of ownership and management.

     The directors of such [joint-stock] companies, however, being the
     managers rather of other people’s money than of their own, it cannot
     well be expected, that they should watch over it with the same
     anxious vigilance with which the partners in a private copartnery
     frequently watch over their own.... Negligence and profusion,
     therefore, must always prevail, more or less, in the management of
     the affairs of such a company.

   Legal Scholar and Professor of Law at the University of British
   Columbia Joel Bakan describes the modern corporate entity as 'an
   institutional psychopath' and a 'psychopathic creature.' Bakan claims
   that corporations, when considered as natural persons, exhibit the
   traits of antisocial personality disorder or psychopathy.

   Noam Chomsky, the MIT linguist and activist describes the corporate
   structure as being fascist:

     A corporation or an industry is, if we were to think of it in
     political terms, fascist; that is, it has tight control at the top
     and strict obedience has to be established at every level — there's
     a little bargaining, a little give and take, but the line of
     authority is perfectly straightforward.... I'd love to see
     centralized power eliminated, whether it's the state or the economy,
     and have it diffused and ultimately under direct control of the
     participants.

   Chomsky has also criticized the legal decisions that led to the
   creation of the modern corporation:

     Corporations, which previously had been considered artificial
     entities with no rights, were accorded all the rights of persons,
     and far more, since they are "immortal persons," and "persons" of
     extraordinary wealth and power. Furthermore, they were no longer
     bound to the specific purposes designated by State charter, but
     could act as they chose, with few constraints.

Other business entities

   Almost every recognized type of organization carries out some economic
   activities (e.g. the family). Other organizations that may carry out
   activities that are generally considered to be business exist under the
   laws of various countries. These include:
     * Partnership
     * Limited partnership (LP)
     * Limited liability partnership (LLP)
     * Limited liability limited partnership (LLLP)
     * Limited liability company (LLC)
     * Limited company (Ltd.)
     * Not-for-profit corporation
     * Sole proprietorship
     * Trust company, Trust law

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