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A corporation or body corporate is an individual or a group of people, such as an association or company, that has been authorized by the state to act as a single entity (a legal entity recognized by private and public law as "born out of statute"; a legal person in a legal context) and recognized as such in law for certain purposes.: 10 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 based on two aspects: whether they can issue stock, or whether they are formed to make a profit. Depending on the number of owners, a corporation can be classified as aggregate (the subject of this article) or sole (a legal entity consisting of a single incorporated office occupied by a single natural person).
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Registered corporations have legal personality recognized by local authorities and their shares are owned by shareholders whose liability is generally limited to their investment. One of the attractive early advantages business corporations offered to their investors, compared to earlier business entities like sole proprietorships and joint partnerships, was limited liability. Limited liability separates control of a company from ownership and means that a passive shareholder in a corporation will not be personally liable either for contractually agreed obligations of the corporation, or for torts (involuntary harms) committed by the corporation against a third party (acts done by the controllers of the corporation).
Where local law distinguishes corporations by their ability to issue stock, corporations allowed to do so are referred to as stock corporations; one type of investment in 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; i.e. those who are considered the owners of a non-stock corporation are persons (or other entities) 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 are referred to as for-profit and not-for-profit corporations, respectively.
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 most circumstances, a shareholder may also serve as a director or officer of a corporation. Countries with co-determination employ the practice of workers of an enterprise having the right to vote for representatives on the board of directors in a company.
History
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The word "corporation" derives from corpus, the Latin word for body, or a "body of people". By the time of Justinian (reigned 527–565), Roman law recognized a range of corporate entities under the names Universitas, corpus or collegium. Following the passage of the Lex Julia during the reign of Julius Caesar as Consul and Dictator of the Roman Republic (49–44 BC), and their reaffirmation during the reign of Caesar Augustus as Princeps senatus and Imperator of the Roman Army (27 BC–14 AD), collegia required the approval of the Roman Senate or the Emperor in order to be authorized as legal bodies. These included the state itself (the Populus Romanus), municipalities, and such private associations as sponsors of a religious cult, burial clubs, political groups, and guilds of craftsmen or traders. Such bodies commonly had the right to own property and make contracts, to receive gifts and legacies, to sue and be sued, and, in general, to perform legal acts through representatives. Private associations were granted designated privileges and liberties by the emperor.
The concept of the corporation was revived in the Middle Ages with the recovery and annotation of Justinian's Corpus Juris Civilis by the glossators and their successors the commentators in the 11th–14th centuries. Particularly important in this respect were the Italian jurists Bartolus de Saxoferrato and Baldus de Ubaldis, the latter of whom connected the corporation to the metaphor of the body politic to describe the state.
Early entities which carried on business and were the subjects of legal rights included the collegium of ancient Rome and the sreni of the Maurya Empire in ancient India. In medieval Europe, churches became incorporated, as did local governments, such as the City of London Corporation. The point was that the incorporation would survive longer than the lives of any particular member, existing in perpetuity. 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.
In medieval times, traders would do business through common law constructs, such as partnerships. Whenever people acted together with a view to profit, the law deemed that a partnership arose. Early guilds and livery companies were also often involved in the regulation of competition between traders.[citation needed]
Mercantilism
Dutch and English chartered companies, such as the Dutch East India Company (also known by its Dutch initials: VOC) and the Hudson's Bay Company, were created to lead the colonial ventures of European nations in the 17th century. Acting under a charter sanctioned by the Dutch government, the Dutch East India Company defeated Portuguese forces and established itself in the Moluccan Islands in order to profit from the European demand for spices. Investors in the VOC were issued paper certificates as proof of share ownership, and were able to trade their shares on the original Amsterdam Stock Exchange. Shareholders were also explicitly granted limited liability in the company's royal charter.
In England, the government created corporations under a royal charter or an Act of Parliament with the grant of a monopoly over a specified territory. The best-known example, established in 1600, was the East India Company of London. Queen Elizabeth I granted it the exclusive right to trade with all countries to the east of the Cape of Good Hope. Some corporations at this time would act on the government's behalf, bringing in revenue from its exploits abroad. Subsequently, the company became increasingly integrated with English and later British military and colonial policy, just as most corporations were essentially dependent on the Royal Navy's ability to control trade routes.
Labeled by both contemporaries and historians as "the grandest society of merchants in the universe", the English East India Company would come to symbolize the dazzlingly rich potential of the corporation, as well as new methods of business that could be both brutal and exploitative. On 31 December 1600, Queen Elizabeth I granted the company a 15-year monopoly on trade to and from the East Indies and Africa. By 1711, shareholders in the East India Company were earning a return on their investment of almost 150 per cent. Subsequent stock offerings demonstrated just how lucrative the company had become. Its first stock offering in 1713–1716 raised £418,000, its second in 1717–1722 raised £1.6 million.
A similar chartered company, the South Sea Company, was established in 1711 to trade in the Spanish South American colonies, but met with less success. The South Sea Company's monopoly rights were supposedly backed by the Treaty of Utrecht, signed in 1713 as a settlement following the War of the Spanish Succession, which gave Great Britain an asiento to trade in the region for thirty years. In fact, the Spanish remained hostile and let only one ship a year enter. Unaware of the problems, investors in Britain, enticed by extravagant promises of profit from company promoters bought thousands of shares. By 1717, the South Sea Company was so wealthy (still having done no real business) that it assumed the public debt of the British government. This accelerated the inflation of the share price further, as did the Bubble Act 1720, which (possibly with the motive of protecting the South Sea Company from competition) prohibited the establishment of any companies without a royal charter. The share price rose so rapidly that people began buying shares merely in order to sell them at a higher price, which in turn led to higher share prices. This was the first speculative bubble the country had seen, but by the end of 1720, the bubble had "burst", and the share price sank from £1,000 to under £100. As bankruptcies and recriminations ricocheted through government and high society, the mood against corporations and errant directors was bitter.
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In the late 18th century, Stewart Kyd, the author of the first treatise on corporate law in English, defined a corporation as:
a collection of many individuals united into one body, under a special denomination, having perpetual succession under an artificial form, and vested, by the policy of the law, with the capacity of acting, in several respects, as an individual, particularly of taking and granting property, of contracting obligations, and of suing and being sued, of enjoying privileges and immunities in common, and of exercising a variety of political rights, more or less extensive, according to the design of its institution, or the powers conferred upon it, either at the time of its creation or at any subsequent period of its existence.
— A Treatise on the Law of Corporations, Stewart Kyd (1793–1794)
Development of modern company law
Due to the late 18th century abandonment of mercantilist economic theory and the rise of classical liberalism and laissez-faire economic theory due to a revolution in economics led by Adam Smith and other economists, corporations transitioned from being government or guild affiliated entities to being public and private economic entities free of governmental directions. Smith wrote in his 1776 work The Wealth of Nations that mass corporate activity could not match private entrepreneurship, because people in charge of others' money would not exercise as much care as they would with their own.
Deregulation
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The British Bubble Act 1720's prohibition on establishing companies remained in force until its repeal in 1825. By this point, the Industrial Revolution had gathered pace, pressing for legal change to facilitate business activity. The repeal was the beginning of a gradual lifting on restrictions, though business ventures (such as those chronicled by Charles Dickens in Martin Chuzzlewit) under primitive companies legislation were often scams. Without cohesive regulation, proverbial operations like the "Anglo-Bengalee Disinterested Loan and Life Assurance Company" were undercapitalized ventures promising no hope of success except for richly paid promoters.
The process of incorporation was possible only through a royal charter or a private act and was limited, owing to Parliament's jealous protection of the privileges and advantages thereby granted. As a result, many businesses came to be operated as unincorporated associations with possibly thousands of members. Any consequent litigation had to be carried out in the joint names of all the members and was almost impossibly cumbersome. Though Parliament would sometimes grant a private act to allow an individual to represent the whole in legal proceedings, this was a narrow and necessarily costly expedient, allowed only to established companies.
Then, in 1843, William Gladstone became the chairman of a Parliamentary Committee on Joint Stock Companies, which led to the Joint Stock Companies Act 1844, regarded as the first modern piece of company law. The Act created the Registrar of Joint Stock Companies, empowered to register companies by a two-stage process. The first, provisional, stage cost £5 and did not confer corporate status, which arose after completing the second stage for another £5. For the first time in history, it was possible for ordinary people through a simple registration procedure to incorporate. The advantage of establishing a company as a separate legal person was mainly administrative, as a unified entity under which the rights and duties of all investors and managers could be channeled.
Limited liability
However, there was still no limited liability and company members could still be held responsible for unlimited losses by the company. The next, crucial development, then, was the Limited Liability Act 1855, passed at the behest of the then Vice President of the Board of Trade, Robert Lowe. This allowed investors to limit their liability in the event of business failure to the amount they invested in the company – shareholders were still liable directly to creditors, but just for the unpaid portion of their shares. (The principle that shareholders are liable to the corporation had been introduced in the Joint Stock Companies Act 1844).
The 1855 Act allowed limited liability to companies of more than 25 members (shareholders). Insurance companies were excluded from the act, though it was standard practice for insurance contracts to exclude action against individual members. Limited liability for insurance companies was allowed by the Companies Act 1862.
This prompted the English periodical The Economist to write in 1855 that "never, perhaps, was a change so vehemently and generally demanded, of which the importance was so much overrated." The major error of this judgment was recognised by the same magazine more than 70 years later, when it claimed that, "[t]he economic historian of the future... may be inclined to assign to the nameless inventor of the principle of limited liability, as applied to trade corporations, a place of honour with Watt and Stephenson, and other pioneers of the Industrial Revolution. "
These two features – a simple registration procedure and limited liability – were subsequently codified into the landmark 1856 Joint Stock Companies Act. This was subsequently consolidated with a number of other statutes in the Companies Act 1862, which remained in force for the rest of the century, up to and including the time of the decision in Salomon v A Salomon & Co Ltd.
The legislation quickly led to a railway boom, resulting in a surge in the formation of companies. However, in the later nineteenth century, a period of depression set in, causing many of these companies to collapse and become insolvent. Strong academic, legislative, and judicial opinions emerged, opposing the notion that businessmen could escape accountability for their role in the failing businesses.
Further developments
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In 1892, Germany introduced the Gesellschaft mit beschränkter Haftung with a separate legal personality and limited liability even if all the shares of the company were held by only one person. This inspired other countries to introduce corporations of this kind.
The last significant development in the history of companies was the 1897 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.
In the United States, forming a corporation usually required an act of legislation until the late 19th century. Many private firms, such as Carnegie's steel company and Rockefeller's Standard Oil, avoided the corporate model for this reason (as a trust). State governments began to adopt more permissive corporate laws from the early 19th century, although these were all restrictive in design, often with the intention of preventing corporations from gaining too much wealth and power.
New Jersey was the first state to adopt an "enabling" corporate law, with the goal of attracting more business to the state, in 1896. In 1899, Delaware followed New Jersey's lead by enacting an enabling corporate statute. However, Delaware only emerged as the leading corporate state after the enabling provisions of the 1896 New Jersey corporate law were repealed in 1913.
The end of the 19th century saw the emergence of holding companies and corporate mergers creating larger corporations with dispersed shareholders. Countries began enacting antitrust laws to prevent anti-competitive practices and corporations were granted more legal rights and protections. The 20th century witnessed a proliferation of laws allowing for the creation of corporations through registration worldwide. These laws played a significant role in driving economic booms in many countries both before and after World War I. Another major post World War I shift was toward the development of conglomerates, in which large corporations purchased smaller corporations to expand their industrial base.
Starting in the 1980s, many countries with large state-owned corporations began moving toward privatization, which involved selling publicly owned (or 'nationalized') services and enterprises to corporations. Deregulation aimed at reducing the regulation of corporate activity, often accompanied privatization as part of a laissez-faire policy.
Ownership and control
A corporation is, at least in theory, owned and controlled by its members. In a joint-stock company, the members are known as shareholders, and each of their shares in the ownership, control, and profits of the corporation is determined by the portion of shares in the company that they own. Thus, a person who owns a quarter of the shares of a joint-stock company owns a quarter of the company, is entitled to a quarter of the profit (or at least a quarter of the profit given to shareholders as dividends) and has a quarter of the votes capable of being cast at general meetings.
In another kind of corporation, the legal document which established the corporation or which contains its current rules will determine the requirements for membership in the corporation. What these requirements are depends on the kind of corporation involved. In a worker cooperative, the members are people who work for the cooperative. In a credit union, the members are people who have accounts with the credit union.
The day-to-day activities of a corporation are typically controlled by individuals appointed by the members. In some cases, this will be a single individual but more commonly corporations are controlled by a committee or by committees. Broadly speaking, there are two kinds of committee structure.
- A single committee known as a board of directors is the method favored in most common law countries. Under this model, the board of directors is composed of both executive and non-executive directors, the latter being meant to supervise the former's management of the company.
- A two-tiered committee structure with a supervisory board and a managing board is common in civil law countries.
In countries with co-determination (such as in Germany), workers elect a fixed fraction of the corporation's board.
Formation
Historically, corporations were created by a charter granted by the government. As explained above, such charters were often enacted as private bills.
Today, a corporation is formed, or incorporated, by registering with the state, province, or national government and regulated by the laws enacted by that government. Registration is the main prerequisite to the corporation's assumption of limited liability. The law sometimes requires the corporation to designate its principal address, as well as a registered agent (a person or company designated to receive legal service of process). It may also be required to designate an agent or other legal representatives of the corporation.[citation needed]
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.
In theory, a corporation cannot own its own stock. An exception is treasury stock, where the company essentially buys back stock from its shareholders, which reduces its outstanding shares. This essentially becomes the equivalent of unissued capital, where it is not classified as an asset on the balance sheet (passive capital).
Under the internal affairs doctrine, the law of the jurisdiction in which a corporation is incorporated will govern its internal activities—that is, conflicts between shareholders and managers such as the board of directors and corporate officers. If a corporation operates outside its home state, it is usually required to register with other governments as a foreign corporation and must formally appoint a registered agent to accept service of process within such other jurisdictions. A foreign corporation is almost always subject to the laws of its host state pertaining to external affairs such as employment, crimes, contracts, civil actions, and the like.[citation needed]
Naming
Corporations generally have a distinct name. Historically, some corporations were named after the members of their boards of directors: for example, the "President and Fellows of Harvard College" is the name of one of the two governing boards of Harvard University, but it is also the exact name under which Harvard was legally incorporated. Nowadays, corporations in most jurisdictions have a distinct name that does not need to make reference to the members of their boards. In Canada, this possibility is taken to its logical extreme: many smaller Canadian corporations have no names at all, merely numbers based on a registration number (for example, "12345678 Ontario Limited"), which is assigned by the provincial or territorial government where the corporation incorporates.
In most countries, corporate names include a term or an abbreviation that denotes the corporate status of the entity (for example, "Incorporated" or "Inc." in the United States) or the limited liability of its members (for example, "Limited", "Ltd.", or "LLC"). These terms vary by jurisdiction and language. In some jurisdictions, they are mandatory, and in others, such as California, they are not. Their use puts everybody on constructive notice that they are dealing with an entity whose liability is limited: one can only collect from whatever assets the entity still controls when one obtains a judgment against it.
Corporate names are supposed to be unique to the jurisdiction in which the corporation is registered. Governments will not allow another corporation or any other kind of legal entity to register a name that is too similar to the name of an existing corporation. However, since "different states may register entities with the same names, a corporate name is a unique identifier only when combined with the name of the state of incorporation". This explains why lawyers in legal papers often expressly refer to a corporation's state of incorporation after the first mention of its name.
Some 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 some other form of collective ownership (in the United States it can be used by a sole proprietorship but this is not generally the case elsewhere).[citation needed]
Personhood
Despite not being human beings, corporations have been ruled legal persons in a few countries, and have many of the same rights as natural persons do. For example, a corporation can own property, and can sue or be sued for as long as it exists. Corporations can exercise human rights against real individuals and the state, and they can themselves be responsible for human rights violations. Corporations can be "dissolved" either by statutory operation, the order of the 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, but it most often results in a restructuring of corporate holdings. Corporations can even be convicted of special criminal offenses in the UK, such as fraud and corporate manslaughter. However, corporations are not considered living entities in the way that humans are.
Legal scholars and others, such as Joel Bakan, have observed that a business corporation created as a "legal person" has a psychopathic personality because it is required to elevate its own interests above those of others even when this inflicts major risks and grave harms on the public or on other third-parties. Such critics note that the legal mandate of the corporation to focus exclusively on corporate profits and self-interest often victimizes employees, customers, the public at large, and/or the natural resources. The political theorist David Runciman notes that corporate personhood forms a fundamental part of the modern[when?] history of the idea of the state, and believes the idea of the corporation as legal persons can help to clarify the role of citizens as political stakeholders, and to break down the sharp conceptual dichotomy between the state and the people or the individual, a distinction that, on his account, is "increasingly unable to meet the demands placed on the state in the modern world".
See also
- Commercial law
- United States corporate law
- European corporate law
- German company law
- History of company law in the United Kingdom
- United Kingdom company law
Other
- Anti-corporate activism
- Business attire
- Blocker corporation
- Body politic
- Co-determination
- Worker representation on corporate boards of directors
- Community interest company
- Cooperative
- Corporate crime
- Corporate finance
- Corporate governance
- Corporate group
- Corporate haven
- Corporate propaganda
- Corporate warfare
- Corporate welfare
- Corporation sole
- Corporatism
- Corporatization
- Decentralized autonomous organization
- Evil corporation
- Good standing
- Government-owned corporation
- History of competition law
- Incorporation (business)
- Limited liability company
- Living wage
- Megacorporation
- Multinational corporation
- Nationalization
- Nonprofit corporation
- Organizational culture
- Preferred stock
- Privatization
- Professional corporation (PC or P.C.)
- Public limited company (PLC)
- Shelf corporation
- Small business
- South Sea Company
- Tulip mania
- United States antitrust law
- Unlimited company
- Unlimited liability corporation
Notes
References
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- Courtney, Thomas B. (2002). The Law of Private Companies (2nd ed.). Bloomsbury Professional. 4.001.
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- A Smith, An Inquiry into the Nature and Causes of the Wealth of Nations (1776), Book V, ch 1, para 107.
- See Bubble Companies, etc. Act 1825, 6 Geo 4, c 91
- See C Dickens, Martin Chuzzlewit (1843) ch 27
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- Economist, December 18, 1926, at 1053, as quoted in Mahoney, supra, at 875.
- Salomon v A Salomon & Co Ltd [1897] AC 22
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- "Company & Commercial – Netherlands: In a nutshell – one-tier boards". International Law Office. 10 April 2012. Archived from the original on 16 January 2014. Retrieved 5 May 2013.
- LoPucki, Lynn M.; Verstein, Andrew (2024). Business Associations: A Systems Approach (2nd ed.). Burlington, Massachusetts: Aspen Publishing. pp. 74–75. ISBN 9798892073653. Retrieved November 15, 2024.
- Chait, Richard P.; Daniel, D. Ronald; Lorsch, Jay W.; Rosovsky, Henry (May–June 2006). "Governing Harvard: A Harvard Magazine Roundtable". Harvard Magazine. Archived from the original on 2021-04-16. Retrieved 2020-11-24.
- Bartlett, Joseph W. (1995). Equity Finance: Venture Capital, Buyouts, Restructurings and Reorganizations (2nd ed.). New York: Aspen Publishers. p. 54. ISBN 978-07355-7077-1. Retrieved 22 October 2020.
- LoPucki, Lynn M.; Verstein, Andrew (2024). Business Associations: A Systems Approach (2nd ed.). Burlington, Massachusetts: Aspen Publishing. p. 58. ISBN 9798892073653. Retrieved November 15, 2024.
- California does not require corporations to indicate corporate status in their names, except for close corporations. The drafters of the 1977 revision of the California General Corporation Law considered the possibility of forcing all California corporations to have a name indicating corporate status, but decided against it because of the huge number of corporations that would have had to change their names, and the lack of any evidence that anyone had been harmed in California by entities whose corporate status was not immediately apparent from their names. However, the 1977 drafters were able to impose the current disclosure requirement for close corporations. See Harold Marsh, Jr., R. Roy Finkle, Larry W. Sonsini, and Ann Yvonne Walker, Marsh's California Corporation Law, 4th ed., vol. 1 (New York: Aspen Publishers, 2004), 5–15 — 5–16.
- LoPucki, Lynn M.; Verstein, Andrew (2024). Business Associations: A Systems Approach (2nd ed.). Burlington, Massachusetts: Aspen Publishing. p. 59. ISBN 9798892073653. Retrieved November 15, 2024.
- Emberland, Marius (2006). The Human Rights of Companies: Exploring the Structure of ECHR Protection (PDF). Oxford University Press. p. 1. ISBN 978-0-19-928983-7. Archived from the original (PDF) on 17 June 2012. Retrieved 2 June 2012.
- e.g. South African Constitution Sect.8, especially Art.(4)
- 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.
- See, for example, the Business Corporations Act (B.C.) [SBC 2002] chapter 57, Part 10
- e.g. Corporate Manslaughter and Corporate Homicide Act 2007
- Joel Bakan, "The Corporation: The Pathological Pursuit of Profit and Power" Archived 2021-07-30 at the Wayback Machine (New York: The Free Press, 2004)
- Runciman, David (2000). "Is the State a Corporation?". Government and Opposition. 35 (1): 90, 103–104. doi:10.1111/1477-7053.00014. S2CID 143599471.
Further reading
- Barnet, Richard; Muller, Ronald E. (1974). Global Reach: The Power of the Multinational Corporation. New York: Simon & Schuster.
- Bakan, Joel. The New Corporation: How "Good" Corporations Are Bad for Democracy. (2020)
- Blackstone, W. Commentaries on the Laws of England (1765) 455–473
- Blumberg, Phillip I., The Multinational Challenge to Corporation Law: The Search for a New Corporate Personality, (1993)
- Blumberg, PI, The Multinational Challenge to Corporation Law (1993)
- Bromberg, Alan R. Crane and Bromberg on Partnership. 1968.
- Brown, Bruce. The History of the Corporation (2003)
- Cadman, John William. The Corporation in New Jersey: Business and Politics (1949)
- Conard, Alfred F. Corporations in Perspective. 1976.
- Cooke, C.A., Corporation, Trust and Company: A Legal History, (1950)
- Davies, PL, and LCB Gower, Principles of Modern Company Law (6th ed., Sweet and Maxwell, 1997), chapters 2–4
- Davis, John P. Corporations Archived 2011-06-11 at the Wayback Machine (1904)
- Davis, Joseph S. Essays in the Earlier History of American Corporations Archived 2011-06-10 at the Wayback Machine (1917)
- Dignam, Alan and John Lowry (2020), Company Law, Oxford University Press ISBN 978-0-19-928936-3
- Dodd, Edwin Merrick. American Business Corporations Until 1860, with Special Reference to Massachusetts (1954)
- DuBois, A. B. The English Business Company after the Bubble Act (1938)
- Formoy, RR, The Historical Foundations of Company Law (Sweet and Maxwell 1923) 21
- Freedman, Charles. Joint-stock Enterprise in France: From Privileged Company to Modern Corporation (1979)
- Frentrop, P, A History of Corporate Governance 1602–2002 (Brussels et al., 2003)
- Freund, Ernst. The Legal Nature of the Corporation (1897), MCMaster.ca
- Hallis, Frederick. Corporate Personality: A Study in Jurisprudence (1930)
- Hessen, Robert. In Defense of the Corporation. Hoover Institute. 1979.
- Hunt, Bishop. The Development of the Business Corporation in England (1936)
- Klein and Coffee. Business Organization and Finance: Legal and Economic Principles. Foundation. 2002.
- Kocaoglu, Kagan (Cahn Kojaolu) A Comparative Bibliography: Regulatory Competition on Corporate Law
- Kyd, S, A Treatise on the Law of Corporations (1793–1794)
- Mahoney, PG, "Contract or Concession? An Essay on the History of Corporate Law" (2000) 34 Ga. Law Review 873
- Majumdar, Ramesh Chandra. Corporate Life in Ancient India Archived 2011-07-06 at the Wayback Machine, (1920)
- Means, Robert Charles. Underdevelopment and the Development of Law: Corporations and Corporation Law in Nineteenth-century Colombia, (1980)
- Micklethwait, John and Wooldridge, Adrian. The Company: A Short History of a Revolutionary Idea. New York: Modern Library. 2003.
- Provost, Claire; Kennard, Matt (2023). Silent Coup: How Corporations Overthrew Democracy. Bloomsbury Academic. ISBN 978-1350269989.
- Owen, Thomas. The Corporation Under Russian Law: A Study in Tsarist Economic Policy (1991)
- Rungta, Radhe Shyam. The Rise of the Business Corporation in India, 1851–1900 (1970)
- Scott, W. R. Constitution and Finance of English, Scottish and Irish Joint-Stock Companies to 1720 Archived 2011-07-06 at the Wayback Machine (1912)
- Sobel, Robert. The Age of Giant Corporations: A Microeconomic History of American Business. (1984)
- Tooze, Adam, "Democracy and Its Discontents", The New York Review of Books, vol. LXVI, no. 10 (6 June 2019), pp. 52–53, 56–57. "Democracy has no clear answer for the mindless operation of bureaucratic and technological power. We may indeed be witnessing its extension in the form of artificial intelligence and robotics. Likewise, after decades of dire warning, the environmental problem remains fundamentally unaddressed.... Bureaucratic overreach and environmental catastrophe are precisely the kinds of slow-moving existential challenges that democracies deal with very badly.... Finally, there is the threat du jour: corporations and the technologies they promote." (pp. 56–57.)
External links
![image](https://www.english.nina.az/wikipedia/image/aHR0cHM6Ly93d3cuZW5nbGlzaC5uaW5hLmF6L3dpa2lwZWRpYS9pbWFnZS9hSFIwY0hNNkx5OTFjR3h2WVdRdWQybHJhVzFsWkdsaExtOXlaeTkzYVd0cGNHVmthV0V2WTI5dGJXOXVjeTkwYUhWdFlpOW1MMlpoTDFkcGEybHhkVzkwWlMxc2IyZHZMbk4yWnk4ek5IQjRMVmRwYTJseGRXOTBaUzFzYjJkdkxuTjJaeTV3Ym1jPS5wbmc=.png)
- US Corporate Law at Wikibooks
- an Audio from a talk about the history of corporations and the English Law by Barrister Daniel Bennett
A corporation or body corporate is an individual or a group of people such as an association or company that has been authorized by the state to act as a single entity a legal entity recognized by private and public law as born out of statute a legal person in a legal context and recognized as such in law for certain purposes 10 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 based on two aspects whether they can issue stock or whether they are formed to make a profit Depending on the number of owners a corporation can be classified as aggregate the subject of this article or sole a legal entity consisting of a single incorporated office occupied by a single natural person McDonald s Corporation is one of the most recognizable corporations in the world Registered corporations have legal personality recognized by local authorities and their shares are owned by shareholders whose liability is generally limited to their investment One of the attractive early advantages business corporations offered to their investors compared to earlier business entities like sole proprietorships and joint partnerships was limited liability Limited liability separates control of a company from ownership and means that a passive shareholder in a corporation will not be personally liable either for contractually agreed obligations of the corporation or for torts involuntary harms committed by the corporation against a third party acts done by the controllers of the corporation Where local law distinguishes corporations by their ability to issue stock corporations allowed to do so are referred to as stock corporations one type of investment in 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 i e those who are considered the owners of a non stock corporation are persons or other entities 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 are referred to as for profit and not for profit corporations respectively 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 most circumstances a shareholder may also serve as a director or officer of a corporation Countries with co determination employ the practice of workers of an enterprise having the right to vote for representatives on the board of directors in a company History1 8 share of the Stora Kopparberg mine dated June 16 1288 The word corporation derives from corpus the Latin word for body or a body of people By the time of Justinian reigned 527 565 Roman law recognized a range of corporate entities under the names Universitas corpus or collegium Following the passage of the Lex Julia during the reign of Julius Caesar as Consul and Dictator of the Roman Republic 49 44 BC and their reaffirmation during the reign of Caesar Augustus as Princeps senatus and Imperator of the Roman Army 27 BC 14 AD collegia required the approval of the Roman Senate or the Emperor in order to be authorized as legal bodies These included the state itself the Populus Romanus municipalities and such private associations as sponsors of a religious cult burial clubs political groups and guilds of craftsmen or traders Such bodies commonly had the right to own property and make contracts to receive gifts and legacies to sue and be sued and in general to perform legal acts through representatives Private associations were granted designated privileges and liberties by the emperor The concept of the corporation was revived in the Middle Ages with the recovery and annotation of Justinian s Corpus Juris Civilis by the glossators and their successors the commentators in the 11th 14th centuries Particularly important in this respect were the Italian jurists Bartolus de Saxoferrato and Baldus de Ubaldis the latter of whom connected the corporation to the metaphor of the body politic to describe the state Early entities which carried on business and were the subjects of legal rights included the collegium of ancient Rome and the sreni of the Maurya Empire in ancient India In medieval Europe churches became incorporated as did local governments such as the City of London Corporation The point was that the incorporation would survive longer than the lives of any particular member existing in perpetuity 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 In medieval times traders would do business through common law constructs such as partnerships Whenever people acted together with a view to profit the law deemed that a partnership arose Early guilds and livery companies were also often involved in the regulation of competition between traders citation needed Mercantilism Dutch and English chartered companies such as the Dutch East India Company also known by its Dutch initials VOC and the Hudson s Bay Company were created to lead the colonial ventures of European nations in the 17th century Acting under a charter sanctioned by the Dutch government the Dutch East India Company defeated Portuguese forces and established itself in the Moluccan Islands in order to profit from the European demand for spices Investors in the VOC were issued paper certificates as proof of share ownership and were able to trade their shares on the original Amsterdam Stock Exchange Shareholders were also explicitly granted limited liability in the company s royal charter In England the government created corporations under a royal charter or an Act of Parliament with the grant of a monopoly over a specified territory The best known example established in 1600 was the East India Company of London Queen Elizabeth I granted it the exclusive right to trade with all countries to the east of the Cape of Good Hope Some corporations at this time would act on the government s behalf bringing in revenue from its exploits abroad Subsequently the company became increasingly integrated with English and later British military and colonial policy just as most corporations were essentially dependent on the Royal Navy s ability to control trade routes Labeled by both contemporaries and historians as the grandest society of merchants in the universe the English East India Company would come to symbolize the dazzlingly rich potential of the corporation as well as new methods of business that could be both brutal and exploitative On 31 December 1600 Queen Elizabeth I granted the company a 15 year monopoly on trade to and from the East Indies and Africa By 1711 shareholders in the East India Company were earning a return on their investment of almost 150 per cent Subsequent stock offerings demonstrated just how lucrative the company had become Its first stock offering in 1713 1716 raised 418 000 its second in 1717 1722 raised 1 6 million A similar chartered company the South Sea Company was established in 1711 to trade in the Spanish South American colonies but met with less success The South Sea Company s monopoly rights were supposedly backed by the Treaty of Utrecht signed in 1713 as a settlement following the War of the Spanish Succession which gave Great Britain an asiento to trade in the region for thirty years In fact the Spanish remained hostile and let only one ship a year enter Unaware of the problems investors in Britain enticed by extravagant promises of profit from company promoters bought thousands of shares By 1717 the South Sea Company was so wealthy still having done no real business that it assumed the public debt of the British government This accelerated the inflation of the share price further as did the Bubble Act 1720 which possibly with the motive of protecting the South Sea Company from competition prohibited the establishment of any companies without a royal charter The share price rose so rapidly that people began buying shares merely in order to sell them at a higher price which in turn led to higher share prices This was the first speculative bubble the country had seen but by the end of 1720 the bubble had burst and the share price sank from 1 000 to under 100 As bankruptcies and recriminations ricocheted through government and high society the mood against corporations and errant directors was bitter Chart of the South Sea Company s stock prices The rapid inflation of the stock value in the 1710s led to the Bubble Act 1720 which restricted the establishment of companies without a royal charter In the late 18th century Stewart Kyd the author of the first treatise on corporate law in English defined a corporation as a collection of many individuals united into one body under a special denomination having perpetual succession under an artificial form and vested by the policy of the law with the capacity of acting in several respects as an individual particularly of taking and granting property of contracting obligations and of suing and being sued of enjoying privileges and immunities in common and of exercising a variety of political rights more or less extensive according to the design of its institution or the powers conferred upon it either at the time of its creation or at any subsequent period of its existence A Treatise on the Law of Corporations Stewart Kyd 1793 1794 Development of modern company law Due to the late 18th century abandonment of mercantilist economic theory and the rise of classical liberalism and laissez faire economic theory due to a revolution in economics led by Adam Smith and other economists corporations transitioned from being government or guild affiliated entities to being public and private economic entities free of governmental directions Smith wrote in his 1776 work The Wealth of Nations that mass corporate activity could not match private entrepreneurship because people in charge of others money would not exercise as much care as they would with their own Deregulation Jack and the Giant Joint Stock a cartoon in Town Talk 1858 satirizing the monster joint stock economy that came into being after the Joint Stock Companies Act 1844 The British Bubble Act 1720 s prohibition on establishing companies remained in force until its repeal in 1825 By this point the Industrial Revolution had gathered pace pressing for legal change to facilitate business activity The repeal was the beginning of a gradual lifting on restrictions though business ventures such as those chronicled by Charles Dickens in Martin Chuzzlewit under primitive companies legislation were often scams Without cohesive regulation proverbial operations like the Anglo Bengalee Disinterested Loan and Life Assurance Company were undercapitalized ventures promising no hope of success except for richly paid promoters The process of incorporation was possible only through a royal charter or a private act and was limited owing to Parliament s jealous protection of the privileges and advantages thereby granted As a result many businesses came to be operated as unincorporated associations with possibly thousands of members Any consequent litigation had to be carried out in the joint names of all the members and was almost impossibly cumbersome Though Parliament would sometimes grant a private act to allow an individual to represent the whole in legal proceedings this was a narrow and necessarily costly expedient allowed only to established companies Then in 1843 William Gladstone became the chairman of a Parliamentary Committee on Joint Stock Companies which led to the Joint Stock Companies Act 1844 regarded as the first modern piece of company law The Act created the Registrar of Joint Stock Companies empowered to register companies by a two stage process The first provisional stage cost 5 and did not confer corporate status which arose after completing the second stage for another 5 For the first time in history it was possible for ordinary people through a simple registration procedure to incorporate The advantage of establishing a company as a separate legal person was mainly administrative as a unified entity under which the rights and duties of all investors and managers could be channeled Limited liability However there was still no limited liability and company members could still be held responsible for unlimited losses by the company The next crucial development then was the Limited Liability Act 1855 passed at the behest of the then Vice President of the Board of Trade Robert Lowe This allowed investors to limit their liability in the event of business failure to the amount they invested in the company shareholders were still liable directly to creditors but just for the unpaid portion of their shares The principle that shareholders are liable to the corporation had been introduced in the Joint Stock Companies Act 1844 The 1855 Act allowed limited liability to companies of more than 25 members shareholders Insurance companies were excluded from the act though it was standard practice for insurance contracts to exclude action against individual members Limited liability for insurance companies was allowed by the Companies Act 1862 This prompted the English periodical The Economist to write in 1855 that never perhaps was a change so vehemently and generally demanded of which the importance was so much overrated The major error of this judgment was recognised by the same magazine more than 70 years later when it claimed that t he economic historian of the future may be inclined to assign to the nameless inventor of the principle of limited liability as applied to trade corporations a place of honour with Watt and Stephenson and other pioneers of the Industrial Revolution These two features a simple registration procedure and limited liability were subsequently codified into the landmark 1856 Joint Stock Companies Act This was subsequently consolidated with a number of other statutes in the Companies Act 1862 which remained in force for the rest of the century up to and including the time of the decision in Salomon v A Salomon amp Co Ltd The legislation quickly led to a railway boom resulting in a surge in the formation of companies However in the later nineteenth century a period of depression set in causing many of these companies to collapse and become insolvent Strong academic legislative and judicial opinions emerged opposing the notion that businessmen could escape accountability for their role in the failing businesses Further developments Lindley LJ was the leading expert on partnerships and company law in the Salomon v Salomon amp Co case The landmark case confirmed the distinct corporate identity of the company In 1892 Germany introduced the Gesellschaft mit beschrankter Haftung with a separate legal personality and limited liability even if all the shares of the company were held by only one person This inspired other countries to introduce corporations of this kind The last significant development in the history of companies was the 1897 decision of the House of Lords in Salomon v Salomon amp 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 In the United States forming a corporation usually required an act of legislation until the late 19th century Many private firms such as Carnegie s steel company and Rockefeller s Standard Oil avoided the corporate model for this reason as a trust State governments began to adopt more permissive corporate laws from the early 19th century although these were all restrictive in design often with the intention of preventing corporations from gaining too much wealth and power New Jersey was the first state to adopt an enabling corporate law with the goal of attracting more business to the state in 1896 In 1899 Delaware followed New Jersey s lead by enacting an enabling corporate statute However Delaware only emerged as the leading corporate state after the enabling provisions of the 1896 New Jersey corporate law were repealed in 1913 The end of the 19th century saw the emergence of holding companies and corporate mergers creating larger corporations with dispersed shareholders Countries began enacting antitrust laws to prevent anti competitive practices and corporations were granted more legal rights and protections The 20th century witnessed a proliferation of laws allowing for the creation of corporations through registration worldwide These laws played a significant role in driving economic booms in many countries both before and after World War I Another major post World War I shift was toward the development of conglomerates in which large corporations purchased smaller corporations to expand their industrial base Starting in the 1980s many countries with large state owned corporations began moving toward privatization which involved selling publicly owned or nationalized services and enterprises to corporations Deregulation aimed at reducing the regulation of corporate activity often accompanied privatization as part of a laissez faire policy Ownership and controlA corporation is at least in theory owned and controlled by its members In a joint stock company the members are known as shareholders and each of their shares in the ownership control and profits of the corporation is determined by the portion of shares in the company that they own Thus a person who owns a quarter of the shares of a joint stock company owns a quarter of the company is entitled to a quarter of the profit or at least a quarter of the profit given to shareholders as dividends and has a quarter of the votes capable of being cast at general meetings In another kind of corporation the legal document which established the corporation or which contains its current rules will determine the requirements for membership in the corporation What these requirements are depends on the kind of corporation involved In a worker cooperative the members are people who work for the cooperative In a credit union the members are people who have accounts with the credit union The day to day activities of a corporation are typically controlled by individuals appointed by the members In some cases this will be a single individual but more commonly corporations are controlled by a committee or by committees Broadly speaking there are two kinds of committee structure A single committee known as a board of directors is the method favored in most common law countries Under this model the board of directors is composed of both executive and non executive directors the latter being meant to supervise the former s management of the company A two tiered committee structure with a supervisory board and a managing board is common in civil law countries In countries with co determination such as in Germany workers elect a fixed fraction of the corporation s board Formation Historically corporations were created by a charter granted by the government As explained above such charters were often enacted as private bills Today a corporation is formed or incorporated by registering with the state province or national government and regulated by the laws enacted by that government Registration is the main prerequisite to the corporation s assumption of limited liability The law sometimes requires the corporation to designate its principal address as well as a registered agent a person or company designated to receive legal service of process It may also be required to designate an agent or other legal representatives of the corporation citation needed 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 In theory a corporation cannot own its own stock An exception is treasury stock where the company essentially buys back stock from its shareholders which reduces its outstanding shares This essentially becomes the equivalent of unissued capital where it is not classified as an asset on the balance sheet passive capital Under the internal affairs doctrine the law of the jurisdiction in which a corporation is incorporated will govern its internal activities that is conflicts between shareholders and managers such as the board of directors and corporate officers If a corporation operates outside its home state it is usually required to register with other governments as a foreign corporation and must formally appoint a registered agent to accept service of process within such other jurisdictions A foreign corporation is almost always subject to the laws of its host state pertaining to external affairs such as employment crimes contracts civil actions and the like citation needed Naming Corporations generally have a distinct name Historically some corporations were named after the members of their boards of directors for example the President and Fellows of Harvard College is the name of one of the two governing boards of Harvard University but it is also the exact name under which Harvard was legally incorporated Nowadays corporations in most jurisdictions have a distinct name that does not need to make reference to the members of their boards In Canada this possibility is taken to its logical extreme many smaller Canadian corporations have no names at all merely numbers based on a registration number for example 12345678 Ontario Limited which is assigned by the provincial or territorial government where the corporation incorporates In most countries corporate names include a term or an abbreviation that denotes the corporate status of the entity for example Incorporated or Inc in the United States or the limited liability of its members for example Limited Ltd or LLC These terms vary by jurisdiction and language In some jurisdictions they are mandatory and in others such as California they are not Their use puts everybody on constructive notice that they are dealing with an entity whose liability is limited one can only collect from whatever assets the entity still controls when one obtains a judgment against it Corporate names are supposed to be unique to the jurisdiction in which the corporation is registered Governments will not allow another corporation or any other kind of legal entity to register a name that is too similar to the name of an existing corporation However since different states may register entities with the same names a corporate name is a unique identifier only when combined with the name of the state of incorporation This explains why lawyers in legal papers often expressly refer to a corporation s state of incorporation after the first mention of its name Some 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 some other form of collective ownership in the United States it can be used by a sole proprietorship but this is not generally the case elsewhere citation needed PersonhoodDespite not being human beings corporations have been ruled legal persons in a few countries and have many of the same rights as natural persons do For example a corporation can own property and can sue or be sued for as long as it exists Corporations can exercise human rights against real individuals and the state and they can themselves be responsible for human rights violations Corporations can be dissolved either by statutory operation the order of the 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 but it most often results in a restructuring of corporate holdings Corporations can even be convicted of special criminal offenses in the UK such as fraud and corporate manslaughter However corporations are not considered living entities in the way that humans are Legal scholars and others such as Joel Bakan have observed that a business corporation created as a legal person has a psychopathic personality because it is required to elevate its own interests above those of others even when this inflicts major risks and grave harms on the public or on other third parties Such critics note that the legal mandate of the corporation to focus exclusively on corporate profits and self interest often victimizes employees customers the public at large and or the natural resources The political theorist David Runciman notes that corporate personhood forms a fundamental part of the modern when history of the idea of the state and believes the idea of the corporation as legal persons can help to clarify the role of citizens as political stakeholders and to break down the sharp conceptual dichotomy between the state and the people or the individual a distinction that on his account is increasingly unable to meet the demands placed on the state in the modern world See alsoLaw Commercial law United States corporate law European corporate law German company law History of company law in the United Kingdom United Kingdom company law Other Anti corporate activism Business attire Blocker corporation Body politic Co determination Worker representation on corporate boards of directors Community interest company Cooperative Corporate crime Corporate finance Corporate governance Corporate group Corporate haven Corporate propaganda Corporate warfare Corporate welfare Corporation sole Corporatism Corporatization Decentralized autonomous organization Evil corporation Good standing Government owned corporation History of competition law Incorporation business Limited liability company Living wage Megacorporation Multinational corporation Nationalization Nonprofit corporation Organizational culture Preferred stock Privatization Professional corporation PC or P C Public limited company PLC Shelf corporation Small business South Sea Company Tulip mania United States antitrust law Unlimited company Unlimited liability corporationNotesReferencesHirst Scott 2018 07 01 The Case for Investor Ordering The Harvard Law School Program on Corporate Governance Discussion Paper 2017 13 Archived from the original on 2021 01 17 Retrieved 2020 11 16 Types Of Corporations Incorporate A Business www corpnet com Archived from the original on 2017 10 15 Retrieved 2017 06 10 Pettet B G 2005 Company Law Pearson Education p 151 Reading the above makes it possible to forget that the shareholders are the owners of the company Courtney Thomas B 2002 The Law of Private Companies 2nd ed Bloomsbury Professional 4 001 Lim Ernest ed 2020 Liability of Companies Shareholders and Directors Sustainability and Corporate Mechanisms in Asia International Corporate Law and Financial Market Regulation Cambridge Cambridge University Press pp 235 283 ISBN 978 1 108 49451 9 retrieved 2024 12 18 de Ligt L 2001 D 47 22 1 pr 1 and the Formation of Semi Public Collegia Latomus 60 2 346 349 ISSN 0023 8856 JSTOR 41539517 Archived from the original on 2020 11 12 Retrieved 2021 06 18 Davenport Caillan 2018 12 31 A History of the Roman Equestrian Order Cambridge University Press ISBN 978 1 108 75017 2 Harold Joseph Berman Law and Revolution vol 1 The Formation of the Western Legal Tradition Cambridge Harvard University Press 1983 pp 215 216 ISBN 0 674 51776 8 Canning Joseph 1996 A History of Medieval Political Thought 300 1450 Abingdon Routledge p 172 ISBN 978 0 415 39415 4 Canning Joseph 2011 Ideas of Power in the Late Middle Ages 1296 1417 Cambridge Cambridge University Press pp 145 46 ISBN 978 1 107 01141 0 Vikramaditya S Khanna 2005 The Economic History of the Corporate Form in Ancient India Archived 2009 03 27 at the Wayback Machine University of Michigan Prakash Om 1998 European Commercial Enterprise in Pre Colonial India Cambridge Cambridge University Press Keay John 1991 The Honorable Company A History of the English East India Company New York MacMillan Cohen Vrignaud Gerard Metz Stephanie Dunville Jody Heath Shannon McLeod Julia P Powell Kat Robida Brent Stromski John Haynes Brandon British East India Company Archived from the original on 20 December 2016 Retrieved 19 January 2017 Ibid at p 113 full citation needed Adam Smith Laissez Faire political economy com 24 July 2010 Archived from the original on 2010 07 31 Retrieved 2017 06 10 A Smith An Inquiry into the Nature and Causes of the Wealth of Nations 1776 Book V ch 1 para 107 See Bubble Companies etc Act 1825 6 Geo 4 c 91 See C Dickens Martin Chuzzlewit 1843 ch 27 Report of the Parliamentary Committee on Joint Stock Companies 1844 in British Parliamentary Papers vol VII Paul Lyndon Davies 2010 Introduction to Company Law Oxford University Press p 1 ISBN 978 0 19 960132 5 Re Sea Fire and Life Assurance Co Greenwood s Case 1854 3 De GM amp G 459 Acheson Graeme G Turner John D The Impact of Limited Liability on Ownership and Control Irish Banking 1877 1914 PDF School of Management and Economics Queen s University of Belfast Archived from the original PDF on 2012 01 13 Retrieved 2011 11 16 and Acheson Graeme G Turner John D 2006 The Impact of Limited Liability on Ownership and Control Irish Banking 1877 1914 PDF Economic History Review Archived from the original PDF on 2012 01 11 Retrieved 2011 11 16 Economist December 18 1926 at 1053 as quoted in Mahoney supra at 875 Salomon v A Salomon amp Co Ltd 1897 AC 22 Smiddy Linda O Cunningham Lawrence A 2010 Corporations and Other Business Organizations Cases Materials Problems Seventh ed LexisNexis pp 228 231 241 ISBN 978 1 4224 7659 8 The Law of Business Organizations Archived 2023 01 05 at the Wayback Machine Cengage Learning Besley Scott Brigham Eugene 2008 Principles of Finance 4th ed Cengage Learning p 105 ISBN 978 0 324 65588 9 Company amp Commercial Netherlands In a nutshell one tier boards International Law Office 10 April 2012 Archived from the original on 16 January 2014 Retrieved 5 May 2013 LoPucki Lynn M Verstein Andrew 2024 Business Associations A Systems Approach 2nd ed Burlington Massachusetts Aspen Publishing pp 74 75 ISBN 9798892073653 Retrieved November 15 2024 Chait Richard P Daniel D Ronald Lorsch Jay W Rosovsky Henry May June 2006 Governing Harvard A Harvard Magazine Roundtable Harvard Magazine Archived from the original on 2021 04 16 Retrieved 2020 11 24 Bartlett Joseph W 1995 Equity Finance Venture Capital Buyouts Restructurings and Reorganizations 2nd ed New York Aspen Publishers p 54 ISBN 978 07355 7077 1 Retrieved 22 October 2020 LoPucki Lynn M Verstein Andrew 2024 Business Associations A Systems Approach 2nd ed Burlington Massachusetts Aspen Publishing p 58 ISBN 9798892073653 Retrieved November 15 2024 California does not require corporations to indicate corporate status in their names except for close corporations The drafters of the 1977 revision of the California General Corporation Law considered the possibility of forcing all California corporations to have a name indicating corporate status but decided against it because of the huge number of corporations that would have had to change their names and the lack of any evidence that anyone had been harmed in California by entities whose corporate status was not immediately apparent from their names However the 1977 drafters were able to impose the current disclosure requirement for close corporations See Harold Marsh Jr R Roy Finkle Larry W Sonsini and Ann Yvonne Walker Marsh s California Corporation Law 4th ed vol 1 New York Aspen Publishers 2004 5 15 5 16 LoPucki Lynn M Verstein Andrew 2024 Business Associations A Systems Approach 2nd ed Burlington Massachusetts Aspen Publishing p 59 ISBN 9798892073653 Retrieved November 15 2024 Emberland Marius 2006 The Human Rights of Companies Exploring the Structure of ECHR Protection PDF Oxford University Press p 1 ISBN 978 0 19 928983 7 Archived from the original PDF on 17 June 2012 Retrieved 2 June 2012 e g South African Constitution Sect 8 especially Art 4 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 See for example the Business Corporations Act B C SBC 2002 chapter 57 Part 10 e g Corporate Manslaughter and Corporate Homicide Act 2007 Joel Bakan The Corporation The Pathological Pursuit of Profit and Power Archived 2021 07 30 at the Wayback Machine New York The Free Press 2004 Runciman David 2000 Is the State a Corporation Government and Opposition 35 1 90 103 104 doi 10 1111 1477 7053 00014 S2CID 143599471 Further readingBarnet Richard Muller Ronald E 1974 Global Reach The Power of the Multinational Corporation New York Simon amp Schuster Bakan Joel The New Corporation How Good Corporations Are Bad for Democracy 2020 Blackstone W Commentaries on the Laws of England 1765 455 473 Blumberg Phillip I The Multinational Challenge to Corporation Law The Search for a New Corporate Personality 1993 Blumberg PI The Multinational Challenge to Corporation Law 1993 Bromberg Alan R Crane and Bromberg on Partnership 1968 Brown Bruce The History of the Corporation 2003 Cadman John William The Corporation in New Jersey Business and Politics 1949 Conard Alfred F Corporations in Perspective 1976 Cooke C A Corporation Trust and Company A Legal History 1950 Davies PL and LCB Gower Principles of Modern Company Law 6th ed Sweet and Maxwell 1997 chapters 2 4 Davis John P Corporations Archived 2011 06 11 at the Wayback Machine 1904 Davis Joseph S Essays in the Earlier History of American Corporations Archived 2011 06 10 at the Wayback Machine 1917 Dignam Alan and John Lowry 2020 Company Law Oxford University Press ISBN 978 0 19 928936 3 Dodd Edwin Merrick American Business Corporations Until 1860 with Special Reference to Massachusetts 1954 DuBois A B The English Business Company after the Bubble Act 1938 Formoy RR The Historical Foundations of Company Law Sweet and Maxwell 1923 21 Freedman Charles Joint stock Enterprise in France From Privileged Company to Modern Corporation 1979 Frentrop P A History of Corporate Governance 1602 2002 Brussels et al 2003 Freund Ernst The Legal Nature of the Corporation 1897 MCMaster ca Hallis Frederick Corporate Personality A Study in Jurisprudence 1930 Hessen Robert In Defense of the Corporation Hoover Institute 1979 Hunt Bishop The Development of the Business Corporation in England 1936 Klein and Coffee Business Organization and Finance Legal and Economic Principles Foundation 2002 Kocaoglu Kagan Cahn Kojaolu A Comparative Bibliography Regulatory Competition on Corporate Law Kyd S A Treatise on the Law of Corporations 1793 1794 Mahoney PG Contract or Concession An Essay on the History of Corporate Law 2000 34 Ga Law Review 873 Majumdar Ramesh Chandra Corporate Life in Ancient India Archived 2011 07 06 at the Wayback Machine 1920 Means Robert Charles Underdevelopment and the Development of Law Corporations and Corporation Law in Nineteenth century Colombia 1980 Micklethwait John and Wooldridge Adrian The Company A Short History of a Revolutionary Idea New York Modern Library 2003 Provost Claire Kennard Matt 2023 Silent Coup How Corporations Overthrew Democracy Bloomsbury Academic ISBN 978 1350269989 Owen Thomas The Corporation Under Russian Law A Study in Tsarist Economic Policy 1991 Rungta Radhe Shyam The Rise of the Business Corporation in India 1851 1900 1970 Scott W R Constitution and Finance of English Scottish and Irish Joint Stock Companies to 1720 Archived 2011 07 06 at the Wayback Machine 1912 Sobel Robert The Age of Giant Corporations A Microeconomic History of American Business 1984 Tooze Adam Democracy and Its Discontents The New York Review of Books vol LXVI no 10 6 June 2019 pp 52 53 56 57 Democracy has no clear answer for the mindless operation of bureaucratic and technological power We may indeed be witnessing its extension in the form of artificial intelligence and robotics Likewise after decades of dire warning the environmental problem remains fundamentally unaddressed Bureaucratic overreach and environmental catastrophe are precisely the kinds of slow moving existential challenges that democracies deal with very badly Finally there is the threat du jour corporations and the technologies they promote pp 56 57 External linksWikiquote has quotations related to Corporations US Corporate Law at Wikibooks an Audio from a talk about the history of corporations and the English Law by Barrister Daniel Bennett Portal Companies