Corporation

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A Corporation is an organization that is recognized by law (corporate law) to have its own privileges and liabilities distinct from those of its members.



References

2017

  • (Wikipedia, 2017) ⇒ https://en.wikipedia.org/wiki/corporation Retrieved:2017-6-5.
    • A corporation is a company or group of people authorized to act as a single entity (legally a person) and recognized as such in law. Early incorporated entities were established by charter (i.e. by an ad hoc act granted by a monarch or passed by a parliament or legislature). Most jurisdictions now allow the creation of new corporations through registration.

      Corporations come in many different types but are usually divided by the law of the jurisdiction where they are chartered into two kinds: by whether or not they can issue stock, or by whether or not they are for profit.

      Where local law distinguishes corporations by ability to issue stock, corporations allowed to do so are referred to as "stock corporations", ownership of the corporation is through stock, and owners of stock are referred to as "stockholders" or "shareholders". Corporations not allowed to issue stock are referred to as "non-stock" corporations; those who are considered the owners of the corporation are those who have obtained membership in the corporation, and are referred to as a "member" of the corporation.

      Corporations chartered in regions where they are distinguished by whether they are allowed to be for profit or not are referred to as "for profit" and "not-for-profit" corporations, respectively.

      There is some overlap between stock/non-stock and for profit/not-for-profit in that not-for-profit corporations are always non-stock as well. A for profit corporation is almost always a stock corporation, but some for profit corporations may choose to be non-stock. To simplify the explanation, whenever “Stockholder” or "Shareholder" is used in the rest of this article to refer to a stock corporation, it is presumed to mean the same as "member" for a non-profit corporation or for profit, non-stock corporation.

      Registered corporations have legal personality and are owned by shareholders whose liability is limited to their investment. Shareholders do not typically actively manage a corporation; shareholders instead elect or appoint a board of directors to control the corporation in a fiduciary capacity. In American English, the word corporation is most often used to describe large business corporations. [1] In British English and in the Commonwealth countries, the term company is more widely used to describe the same sort of entity while the word corporation encompasses all incorporated entities. In American English, the word company can include entities such as partnerships that would not be referred to as companies in British English as they are not a separate legal entity. Despite not being individual human beings, corporations, as far as the law is concerned, are legal persons, and have many of the same rights and responsibilities as natural persons do. Corporations can exercise human rights against real individuals and the state, [2] and they can themselves be responsible for human rights violations. [3] Corporations can be "dissolved" either by statutory operation, order of court, or voluntary action on the part of shareholders. Insolvency may result in a form of corporate failure, when creditors force the liquidation and dissolution of the corporation under court order, [4] but it most often results in a restructuring of corporate holdings. Corporations can even be convicted of criminal offenses, such as fraud and manslaughter. However, corporations are not considered living entities in the way that humans are. [5]

      Late in the 19th century, a new form of company having the limited liability protections of a corporation, and the more favorable tax treatment of either a sole proprietorship or partnership was developed. While not a corporation, this new type of entity became very attractive as an alternative for corporations not needing to issue stock. In Germany, the organization was referred to as Gesellschaft mit beschränkter Haftung or GmbH. In the last quarter of the 20th Century this new form of non-corporate organization became available in the United States and other countries, and was known as the limited liability company or LLC. Since the GmbH and LLC forms of organization are technically not corporations (even though they have many of the features of one) they will not be discussed in this article.

  1. corporation. CollinsDictionary.com. Collins English Dictionary – Complete & Unabridged 11th Edition. Retrieved December 07, 2012.
  2. e.g. South African Constitution Sect.8, especially Art.(4)
  3. Phillip I. Blumberg, The Multinational Challenge to Corporation Law: The Search for a New Corporate Personality, (1993) discusses the controversial nature of additional rights being granted to corporations.
  4. See, for example, the Business Corporations Act (B.C.) [SBC 2002] CHAPTER 57, Part 10
  5. e.g. Corporate Manslaughter and Corporate Homicide Act 2007