Corporate Laws
Corporate Laws
Australia Corporations Act 2001
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.
Brazil
In Brazil there are many different types of corporations , sociedades , but the two most common ones commercially speaking are:
1. sociedade limitada, identified by Ltda. after the company’s name, equivalent to the British limited company,
2. 2. sociedade anônima or companhia, identified by SA or Companhia in 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 the Law 6.404 dated 15 December 1976.
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; 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 the Canada Business Corporations Act.
German-speaking countries Aktiengesellschaft
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
The Italian Republic recognizes three types of company with limited liability: S.r.l, or Società a responsabilità limitata , a private limited company , S.p.A or Società per Azioni , a joint-stock company, similar to a Public Limited Company in the United Kingdom , and S.a.p.a , Società in Accomandita per Azioni . The latter is a hybrid form that involves two categories of shareholders, some with and some without limited liability, and is rarely used in practice.
Japan
In Japan, both the state and local public entities under the Local Autonomy Law , prefectures 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? is used to refer to business corporations. The predominant form is the kabushiki kaisha , 株式会社 , used by public corporations as well as smaller enterprises. Mochibun kaisha , 持分会社 , 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.
Spain
In Spain there are two types of companies: with limited liability called S.L, or Sociedad Limitada , a private limited company and S.A. or Sociedad Anónima , similar to a Public Limited Company .
United Kingdom
In the United Kingdom, ‘corporation’ most commonly refers to a body corporate formed by Royal Charter or by statute, of which few now remain. The BBC is the oldest and best known corporation within the UK that is still in existence. Others, such as the British Steel Corporation, were privatized in the 1980s.
UK company law
In the private sector, corporations are referred to as companies, and are regulated by the Companies Act 2006 , or the Northern Ireland equivalent . The most common type of company is the private limited company , Limited or Ltd. . Private limited companies can either be limited by shares or by guarantee. Other corporate forms include the public limited company , PLC and the private unlimited company, and companies limited by guarantee.
A special type of corporation is a corporation sole, which is an office held by an individual natural person , the incumbent , but which has a continuing legal entity separate from that person: an example is a Church of England bishopric
United States
Delaware corporation
Several types of conventional corporations exist in the United States. Generically, any business entity that is recognized as distinct from the people who own it , i.e., is not a sole proprietorship or a partnership is a corporation. This generic label includes entities that are known by such legal labels as ‘association’, ‘organization’ and ‘limited liability company’, as well as corporations proper.
Only a company that has been formally incorporated according to the laws of a particular state is called ‘corporation’. A corporation was defined in the Dartmouth College case of 1819, in which Chief Justice Marshall of the United States Supreme Court stated that A corporation is an artificial being, invisible, intangible, and existing only in contemplation of the law. A corporation is a legal entity, distinct and separate from the individuals who create and operate it. As legal entity the corporation can acquire, own, and dispose of property in its own name like buildings, land and equipment. It can also incur liabilities and enter into contracts like franchising and leasing. American corporations can be either profit-making companies or non-profit entities. Tax-exempt non-profit corporations are often called 501, c 3 corporation, after the section of the Internal Revenue Code that addresses the tax exemption for many of them.
Corporations are created by filing the requisite documents with a particular state government. The process is called incorporation, referring to the abstract concept of clothing the entity with a veil of artificial personhood , embodying, or corporating it, ‘corpus’ being the Latin word for ‘body’ . Only certain corporations, including banks, are chartered. Others simply file their articles of incorporation with the state government as part of a registration process.
The federal government can only create corporate entities pursuant to relevant powers in the U.S. Constitution. For example, Congress has constitutional power to provide postal services, so it has power to operate the United States Postal Service.
Once incorporated, the corporation has artificial personhood everywhere it may operate, until such time as the corporation may be dissolved. A corporation that operates in one state while being incorporated in another is a foreign corporation. This label also applies to corporations incorporated outside of the United States. Foreign corporations must usually register with the secretary of state’s office in each state to lawfully conduct business in that state.
A corporation is legally a citizen of the state , or other jurisdiction in which it is incorporated , except when circumstances direct the corporation be classified as a citizen of the state in which it has its head office, or the state in which it does the majority of its business . Corporate business law differs from state to state, and many prospective corporations choose to incorporate in a state whose laws are most favorable to its business interests. Many large corporations are incorporated in Delaware, for example, without being physically located there because that state has very favorable corporate tax and disclosure laws.
Companies set up for privacy or asset protection often incorporate in Nevada, which does not require disclosure of share ownership. Many states, particularly smaller ones, have modeled their corporate statutes after the Model Business Corporation Act, one of many model sets of law prepared and published by the American Bar Association.
As juristic persons, corporations have certain rights that attach to natural persons. The vast majority of them attach to corporations under state law, especially the law of the state in which the company is incorporated – since the corporations very existence is predicated on the laws of that state. A few rights also attach by federal constitutional and statutory law, but they are few and far between compared to the rights of natural persons. For example, a corporation has the personal right to bring a lawsuit , as well as the capacity to be sued and, like a natural person, a corporation can be libeled.
But a corporation has no constitutional right to freely exercise its religion because religious exercise is something that only natural persons can do. That is, only human beings, not business entities, have the necessary faculties of belief and spirituality that enable them to possess and exercise religious beliefs.
Many nations have modeled their own corporate laws on American business law. Corporate law in Saudi Arabia, for example, follows the model of New York State corporate law.
Corporate taxation
In many countries 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 the Australian 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. In other systems, for instance, in the US , dividends are taxed at a lower rate than other income. Also in the US, shareholders are taxed directly on chapter S corporations’ profits and dividends are not taxed.
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