Opțiunea drept corporativ,

United States corporate law

Sole Proprietorship The proprietary limited company is a statutory business form in several countries, including Australia.

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Many countries have forms of business entity unique to that country, although there are equivalents elsewhere. Other types of business organizations, such as cooperativescredit unions and publicly owned enterprises, can be established with purposes that parallel, supersede, or even replace the profit maximization mandate of business corporations.

Delaware Incorporation

There are various types of company that can be formed in different jurisdictions, but the most common forms of company are: a company limited by guarantee. Commonly used where companies are formed for non-commercial purposes, such as clubs or charities.

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The members guarantee the payment of certain usually nominal amounts if the company goes into insolvent liquidationbut otherwise they have no economic rights in relation to the company. A hybrid entity, usually used where the company is formed for non-commercial purposes, but the activities of the company are partly funded by investors who expect a return.

The most common form of company used for business ventures. This is a hybrid company, a company similar to its limited company Ltd. There are, however, many specific categories of corporations and other business organizations which may be formed in various countries and jurisdictions throughout the world.

Corporate legal personality[ edit ] Main article: Piercing opțiunea drept corporativ corporate veil One of the key opțiunea drept corporativ features of corporations are their separate legal personality, also known as "personhood" or being "artificial persons".

However, the separate legal personality was not confirmed under English law until by the House of Lords in Salomon opțiunea drept corporativ. B [] Fam it was held that a discovery order obtained by a wife against her husband was not effective against the husband's company as it was not named in the order and was separate and distinct from him.

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Northern Assurance Co Ltd [12] a claim under an insurance policy failed where the insured had transferred timber from his name into the name of a company wholly owned by him, and it was subsequently destroyed in a fire; as the property now belonged to the company and not to him, he no longer had an "insurable interest" in it and his claim failed. Separate legal personality allows corporate groups flexibility in relation to tax planning, and management of overseas liability.

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For instance in Adams v. Cape Industries plc [13] it was held opțiunea drept corporativ victims of asbestos poisoning at the hands of an American subsidiary could not sue the English parent in tort.

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Whilst academic discussion highlights certain specific situations where courts are generally prepared to " pierce the corporate veil ", to look directly at, and impose liability directly on opțiunea drept corporativ individuals behind the company; the actually practice of piercing the corporate veil is, at English law, non-existent. The most commonly cited examples are: where the company is a mere façade where the company is effectively just the agent of its members or controllers where a representative of the company has taken some personal responsibility for a statement or action [15] where the company is engaged in fraud or other criminal wrongdoing where the natural interpretation of a contract or statute is as a reference to the corporate group and not the individual company where permitted by statute for example, many jurisdictions provide for shareholder liability where a company breaches environmental protection laws Capacity and powers[ edit ] See also: Corporate benefit Historically, because companies are artificial persons created by operation of law, the law prescribed what the company could and could not do.

Usually this was an expression of the commercial purpose which the company was formed for, and came to be referred to as the company's objects, and the extent of the objects are referred to as the company's capacity. If an activity fell outside the opțiunea drept corporativ drept corporativ capacity it was said to be ultra vires and void.

Nevada Incorporation

By way of distinction, the organs of the company were expressed to have various corporate powers. If the objects were the things that the company was able to do, then the powers were opțiunea drept corporativ means by which it could do them. Usually expressions of powers were limited to methods of raising capital, although from earlier times distinctions between objects and powers have caused lawyers difficulty.

However, references to corporate capacity and powers have not quite been consigned to the dustbin of legal history.

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In many jurisdictions, directors can still be liable to their shareholders if they cause the company to engage in businesses outside its objects, even if the transactions are still valid as between the company and the third party.

And many jurisdictions also still permit transactions to be challenged for lack of " corporate benefit ", where the relevant transaction has no prospect of being for the commercial benefit of the company or its shareholders.

As artificial persons, companies can only act through human agents. The main agent who deals with the company's management and business is the board of directorsbut in many opțiunea drept corporativ other officers can be appointed too. The board of directors is normally elected by the members, and the other officers are normally appointed by the board.

These agents enter into contracts on behalf of the company with third parties.

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Although the company's agents owe duties to the company and, indirectly, to the shareholders to exercise those powers for a proper purpose, generally speaking third parties' rights are not impugned if it transpires that the officers were acting improperly. Third parties are entitled to rely on the ostensible authority of agents held out by the company to act on its behalf.

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A line of common law cases reaching back to Royal British Bank v Turquand established in common law that third parties were entitled to assume that the internal management of the company was being conducted properly, and the rule has now been codified into statute in most countries. Accordingly, companies will normally be liable for all the act and omissions of their officers and agents.

This will include almost all tortsbut the law relating to crimes committed by companies is complex, and opțiunea drept corporativ significantly between countries.

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