Types of business entity

The legal form defines the organizational structure and decision making in a legal entity. The conditions are defined by law, details can be set depending on the legal form such as in a public or private law statutes or articles of association.

The choice of legal form depends on many circumstances, such as the company size, ownership structure and liability issues. Companies sometimes change their legal form to accommodate changing situations (altered liability risks, change of lifestyle, tax reasons ).

  • 3.1 China
  • 3.2 Japan
  • 5.1 USA

General

The legal form affects among other things, on the liability of the shareholders and their right to manage the company. From the legal form depends on whether a company has its own legal personality (eg corporation) or whether its members act as individuals. Depending on the legal form are different requirements for the creation, operation or liquidation of a company to be observed. In particular, rules apply in respect of the share capital, the number and obligations of the shareholders, the management authority or certain disclosure requirements. While partnerships at least one partner with his entire private assets for the liabilities of the Company shall be liable (except GmbH and Co. KG ), the liability for corporations, limited (eg to the respective contributions of the shareholders ). If an individual is an entrepreneur, it is liable with all their assets. However, it can also be founded one-person limited liability companies in which a member holds all the shares.

Europe

European Union

Germany

In Germany 70 % of businesses are sole traders (3.2 Mill ) and 16 % corporations, mainly with the legal form of GmbH ( 496,000 ) or as a limited company ( 8000 ).

In Germany there are the following legal forms that differ, sometimes greatly by its rules to set up and manage.

  • Sole Proprietorship: Registered Kaufmann / registration clerk ( ek, e Kfm or e Kffr )
  • Partnerships: Not registered association (§ § 21-54 of the Civil Code )
  • Civil law partnership ( GbR ) ( § § 705 ff BGB)
  • General partnership ( OHG ) ( § § 105 et seq ), including OHG mbH GmbH & Co. OHG and AG & Co. OHG
  • Partnership ( PartGG ) ( § § 1 et seq PartGG )
  • Partenreederei ( § 489 HGB)
  • Limited partnership ( KG ) ( § § 161 et seq ), including GmbH & Co. KG, AG & Co. KG, KGaA & Co. KG and Stiftung & Co. KG
  • Legal person of private law: Registered association ( eV ) ( § § 21, 55 German Civil Code)
  • Economic Association (§ 22 BGB)
  • Mutual insurance association ( mutuals ) ( § § 15 et seq, 18 VAG )
  • Limited liability company ( GmbH) ( Limited Liability Companies Act § 13 ), including: Entrepreneurial company ( limited liability)
  • Charitable Company ( CJSC )
  • Investment Company ( InvAG )
  • REIT -Aktiengesellschaft ( REIT Act )
  • Legal entity of public law: Public corporation ( KdöR ), including: Government (federal, state, counties, municipalities )
  • Purpose associations
  • Real bodies (water and soil associations, cooperatives hunting, fishing cooperatives, participants Communities )
  • Social Security Institutions
  • (state ) universities
  • Code of professional bodies (chambers)
  • Worldviews and religious communities with corporate status ( Article 140 of the Basic Law in conjunction with Article 137, paragraph 5 WRV )
  • Forest management associations ( § § 21 ff BWaldG )
  • Lotsbrüderschaften
  • Exchanges
  • Germany Radio
  • Regional broadcasters
  • Savings
  • Some utility companies
  • Other legal forms ( not corporate) of public law: Regiebetrieb
  • Eigenbetrieb

A special form of legal persons take a trade unions and political parties, if they are not registered clubs. Nevertheless, you are legally capable.

As still active in the 20th century ( today headed ) legal forms to be mentioned yet:

  • Colonial Society under German law protected area
  • Mining law union the Prussian or German law

Austria

In Austria there are the following legal forms:

  • Sole Proprietorship: individual entrepreneurs
  • Registered individual entrepreneurs ( e.U. )
  • Partnerships: Society under civil law ( GesnbR, GesbR, GbR ) ( § § 1175 et seq Civil Code)
  • Open Society (OG ) ( § § 105-160 UGB)
  • Limited partnership ( KG, GmbH & Co KG, AG & Co KG) (§ § 161-177 UGB)
  • Dormant Partnership ( StG, has no legal status symbol, because without public appearance ) ( § § 178-188 UGB)
  • General partnership ( OHG, to December 31, 2006)
  • Open Erwerbsgesellschaft (OEG, to December 31, 2006)
  • Limited partnership (CEC, to December 31, 2006)
  • European Economic Interest Grouping (EEIG ) based on EU law legal form according to Regulation EEC No 2137/85
  • Corporations: Aktiengesellschaft ( AG)
  • Limited liability company ( GesmbH, GmbH)
  • Other legal person of private law: cooperative
  • Association
  • Foundation Foundation under the Federal Foundations and Funds Act ( by law always -profit)
  • Foundation according to one of nine provincial Foundations and Funds Law ( by law always -profit)
  • Private foundation (almost exclusively self-interested, only a small percentage is non-profit )
  • Legal entity of public law: Public institution (eg Geological Survey )
  • Foundation of public law (eg ORF)
  • Corporation under public law ( eg federal government, provinces, municipalities )
  • Not legal capacity structure (examples) associations of persons
  • Unincorporated associations ( Not registered in the register, but as clubs organized and continuing)
  • Workforces of firms ( operated canteen or staff representatives, but no Council Fund )

These structures can be used as corporate entities into account.

Switzerland

In Switzerland there is in private law the following legal forms:

  • Individual companies
  • Partnerships: simple partnership (Art. 530Vorlage: Art / Maintenance / ch- search et seq. )
  • General partnership (Art. 552Vorlage: Art / Maintenance / ch- search et seq. )
  • Limited partnership (Art. 594Vorlage: Art / Maintenance / ch- search et seq. )
  • Corporations: Aktiengesellschaft (Art. 620Vorlage: Art / Maintenance / ch- search et seq. )
  • Limited partnership (Art. 764Vorlage: Art / Maintenance / ch- search et seq. )
  • Limited liability company (Art. 772Vorlage. Kind / Maintenance / ch- search ff OR)
  • Investment company for collective investment schemes (Art. 36Vorlage: Art / Maintenance / ch- looking CGI. )
  • Others: Cooperative (Art. 828Vorlage: Art / Maintenance / ch- search et seq. )
  • Association (Art. 60Vorlage: Art / Maintenance / ch- search ff Civil Code. )
  • Foundation (Art. 80Vorlage: Art / Maintenance / ch- search ff Civil Code. )

France

In France there are the following legal forms:

  • Partnerships: Microentreprise (small business status for individuals)
  • Société Civile (SC) - Partnership
  • Société civile immobilière ( SCI) - real estate company ( for tax reasons frequent special case of a SC)
  • Société en nom collectif (SNC ) - Trading Company
  • Société Civile professional (SCP ) - partnership ( for professions)
  • Corporations: Société anonyme (SA) - corporation
  • Société par actions simplifiée (SAS ) - simplified joint stock company (not negotiable)
  • Société à responsabilité limitée ( Sàrl ) - Limited liability company
  • Unipersonelle Entreprise à responsabilité limitée ( EURL ) - One-person company with limited liability ( " one-man GmbH" )
  • Société en commandite par actions (SCA ), the French equivalent of the German partnership limited by shares ( KGaA)

Lithuania

In Lithuania, there are the following legal forms:

  • Partnerships: Ūkinė bendrija (UB ) - Trading Company
  • Corporations: Akcinė bendrovė (AB) - corporation
  • Uzdaroji akcinė bendrovė (UAB) - closed joint stock company (not negotiable)
  • Zemes UKIO bendrovė ( ŽŪB ) - Farming Company

United Kingdom

In the UK, there are the following legal forms:

  • Partnerships: General Partnership - trading company
  • Limited Partnership, similar to the German limited partnership
  • Limited Liability Partnership - Limited Partnership without complementary ( Outside the Anglo-Saxon world unknown)
  • Corporations: Public limited company ( plc ) - corporation
  • Private company limited by shares (Ltd. ) - Limited liability company

Asia

China

In China, there are, as in Germany, a general distinction between partnerships and corporations. For over 20 years, equity joint venture is the most common type of foreign investment in China. Equity joint ventures are corporations that are similar to the legal form of a German GmbH. At least one Chinese and one foreign partners bring financial, tangible or intangible resources in the joint venture. The Company must also follow a fixed, regulatory agency to be approved common corporate goal. In contrast to the associated with significantly less use of capital Representative Office variant equity joint venture has more rights. So the company can buy land, regardless hire Chinese staff, build buildings, etc.

Japan

In Japan, there is next to the Kabushiki - gaisha ( Aktiengesellschaft), the Godo - gaisha (hybrid company), the Yugen Sekinin Jigyo Kumiai (Japanese version of a Limited Liability Partnership ) and the Goshi - gaisha ( limited partnership) or the Sogo gaisha ( Mutual Society ) for insurance companies. The Yugen - gaisha, which was created in 1940 after the model of the German GmbH, can not be established since 2006. On existing limited liability companies, the regulations concerning joint stock companies are applied.

Africa

Namibia

In Namibia there is in corporate law (English Companies Act of 1973, 2004 and 2007) in principle, the distinction between public (public) and private ( private ) companies:

  • Private Proprietary Limited ( Pty Ltd ).
  • There are also after the close corporation law (English Close Corporations Act of 1988), the spread in Namibia and South Africa Special legal form of a Close Corporation (CC).
  • Limited (Ltd. )
  • Non-Governmental Organization ( NGO)
  • Association without profit motive ( Association not for gain)

Other jurisdictions are subject to the following companies:

  • Cooperative ( Co-operative )
  • Foundation ( Foundation)

America

USA

See Company Law of the United States

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