| Companies law |
|---|
| Company · Business |
| Business entities |
| Sole proprietorship
Corporation Cooperative |
| United States |
| S corporation · C corporation LLC · LLLP · Series LLC Delaware corporation Nevada corporation Massachusetts business trust Delaware statutory trust Benefit corporation |
| UK / Ireland / Commonwealth |
|
Unlimited company Community interest company |
| European Union / EEA |
| SE · SCE · SPE · EEIG |
| Elsewhere |
| AB · AG · ANS · A/S · AS · GmbH K.K. · N.V. · Oy · S.A. · more |
| Doctrines |
| Corporate governance Limited liability · Ultra vires Business judgment rule Internal affairs doctrine Piercing the corporate veil Rochdale Principles |
| Related areas |
| Contract · Civil procedure |
There are many types of business entity defined in the legal systems of various countries. These include corporations, cooperatives, partnerships, sole traders, limited liability company and other specialized types of organization. Some of these types are listed below, by country.
For guidance, approximate equivalents in the company law of English-speaking countries are given in most cases, e.g. ≈ plc (UK), ≈ Ltd. (UK), ≈ limited partnership, etc. It should be remembered, however, that the regulations governing particular types of entity, even those described as roughly equivalent, may differ to a greater or lesser extent between countries.
Depending on which type of business entity you choose will also influence the legal structure.[1]
See also help.gv.at (Austrian government site, in German)
Dutch, French or German names may be used.
In Canada entities can be incorporated under either federal or provincial (or territorial) law. Unlimited liability corporations can be formed in Alberta "AULC" and Nova Scotia "NSULC".
The word or expression “Limited”, Limitée, “Incorporated”, Incorporée, “Corporation” or Société par actions de régime fédéral or the corresponding abbreviation “Ltd.”, Ltée, “Inc.”, “Corp.” or S.A.R.F. forms part of the name of every entity incorporated under the Canada Business Corporations Act (R.S., 1985, c. C-44). ≈ Ltd. or Plc (UK)
As an exception, entities registered prior to 1985 may continue to be designated Société commerciale canadienne or by the abbreviation S.C.C.
Under the Canada Cooperatives Act (1998, c. 1), a co-operative must have the word “cooperative”, “co-operative”, “coop”, “co-op”, coopérative, “united” or “pool”, or another grammatical form of any of those words, as part of its name.
See below for Hong Kong.
An SE or SCE may be created by registration in any of the EU/EEA Member States, and is subject to the European Company Statute. It may relocate its registered office to any other EU/EEA Member State with minimal formalities.
The abbreviations are usually in Finnish, but Swedish names may also be used either as is or in combination with Finnish, e.g. Oy Yritys Ab.
In addition to native types, European Union types are implemented:
Of these, only nyrt., zrt., the formerly used rt., and kft. have legal personality.
| Name | Type | Notes |
|---|---|---|
| ehf. (einkahlutafélag) | ≈ Ltd. (UK) |
|
| einstaklingsfyrirtæki | sole proprietorship | |
| hf. (hlutafélag) | ≈ plc (UK) |
|
| ohf. (opinbert hlutafélag) | government-owned corporation | |
| samlagsfélag | ≈ limited partnership | |
| samvinnufélag | cooperative | |
| sf. (sameignarfélag) | ≈ general partnership | |
| ses. (sjálfseignarstofnun) | non-profit organization |
|
Similar to United Kingdom below, though without the class Community Interest Company. There were two forms of Company Limited by Guarantee, but only the form without a share capital is now used. Irish names may also be used, such as cpt (cuideachta phoibli theoranta) for plc, and Teo (Teoranta) for Ltd.
Business corporations are referred to as kaisha (会社) and are formed under the Companies Law of 2005. There are currently (2010) 5 types and each of them has legal personality:
Partnerships are referred to as 'kumiai' (組合). Each of these 4 types has no legal personality though other corporations, which include 'kumiai' ("組合") in their name, have:
Corporations formed by the Professionals under the statutes governing them and their qualifications. These corporations can NOT gain limited liability except for the audit corporation:
Corporations formed as Non-Profit Organization:
Corporations formed under other statutes are as follows:
Types of Public Government Service Groups
Types of public corporations include:
Business entities according to the "Ley General de Sociedades Mercantiles" (General Law of Business entities)
Note: Any of these entities can be incorporated as a "Capital Variable" entity, in which case has to add the " de C.V." sufix to its company name. Example: "S.A. de C.V.", "S. de R.L. de C.V."
Business entities according to the "Ley del Mercado de Valores" (Stock Market Law)
Companies are registered on the Companies Register and with a regional Chamber of Commerce.[157]
Older forms (now rarely used)
References: (Polish) Commercial Companies Code of 15 September 2000 (Dz.U. No 94 item 1037 as amended); (Polish) Civil Code of 23 April 1964 (Dz.U. No 16 item 93 as amended); (Polish) Law on Cooperatives of 16 September 1982 (Dz.U. 2003 No 188 item 1848 as amended)
|| Notes |- ||AG (Aktiengesellschaft)||SA (Société anonyme)||SA (Società anonima)|| ≈ plc (UK) or Inc. (US). Min. share capital CHF 100,000. Bearer or registered shares, of a par value of min. CHF 0.01 each. Details of shareholders generally not publicly available (except for main shareholders and management shares of publicly listed companies). |- ||GmbH (Gesellschaft mit beschränkter Haftung)||Sàrl (Société à responsabilité limitée)||Sagl (Società a garanzia limitata)|| ≈ Ltd. (UK), LLC (US). Min. capital CHF 20,000. Registered shares only, of a par value of min. CHF 100 each. Name, address and share of each owner (and any changes) publicly recorded in the Official Register of Commerce <http://zefix.admin.ch/>. |}
Company formation is regulated by the Ukrainian Civil Code and Commercial Code, Law of Commercial companies, Law of stock companies,law and order.
In the United States, the individual states incorporate most businesses. Very few special types are incorporated by the federal government.
For federal tax purposes, the Internal Revenue Service has separate entity classification rules. Under the rules, an entity may be classified as a corporation, a partnership or disregarded entity. As a corporation, it may be further classified as either an S corporation or a C corporation.
Many federal governmental units are specially formed public corporations, while some private organizations have received a charter from Congress.
The following are the main business designations and types (corporations and non-corporations):
Required designations for corporations, by U.S. state, territory or commonwealth:
| State, Territory or Commonwealth | Required in Corporation name | Authority |
| Alabama | "corporation," or "incorporated," or an abbreviation of one of such words, or if a banking corporation the words "bank," "banking," or "bankers" | § 10-2B-4.01(a)(1) Code of Alabama 1975 |
| Alaska | "corporation", "company", "incorporated", or "limited", or an abbreviation of one of these words; may not contain the word "city", "borough", or "village" or otherwise imply that the corporation is a municipality. | §10.06.105 (a) and (b), Alaska Corporations Code |
| Arizona | "association", "bank", "company", "corporation", "limited" or "incorporated" or an abbreviation of one of these words or the equivalent in a foreign language. Corporation may not use "bank", "deposit", "credit union", "trust" or "trust company" unless it also has a license to operate one. May not use "limited liability company" or "limited company" or the abbreviations "L.L.C.", "L.C.", "LLC" or "LC" | §10-401 Arizona Revised Statutes |
| Arkansas | "Corporation", "Company", or "Incorporated", or shall contain an abbreviation of one of those words; but the name may not end with the word "Company" nor the abbreviation "Co." if the final word or abbreviation is immediately preceded by "and" or any symbol for "and" | §4-26-401 (1), Arkansas Code |
| California | "corporation", "incorporated" or "limited" or an abbreviation of one of such words is required for statutory close corporations. May not contain "bank," " trust," "trustee" or "credit union" unless approved by the Commissioner of Financial Institutions. | §202(a), California Corporations Code |
| Colorado | “corporation”, “incorporated”, “company”, “limited”, “corp.”, inc.”, “co.” or “ltd”; If the corporation is a professional corporation, it must contain the term or abbreviation “professional corporation”, “p.c.”, or “pc”. | §7-90-601, Colorado Revised Statutes |
| Connecticut | "corporation", "incorporated", "company", "Societa per Azioni" or "limited", or the abbreviation "corp.", "inc.", "co.", "S.p.A." or "ltd." | §33-655 General Statutes of Connecticut |
| Delaware | "association," "company," "corporation," "club," "foundation," "fund," "incorporated," "institute," "society," "union," "syndicate," or "limited," (or abbreviations thereof, with or without punctuation), or words (or abbreviations thereof, with or without punctuation) of like import of foreign countries or jurisdictions (provided they are written in Roman characters or letters) | Title 8, §102, Delaware Code |
| District of Columbia | "corporation," "company," "incorporated," or "limited," or shall contain an abbreviation of 1 of such words | § 29-101.08 District of Columbia Official Code |
| Florida | "corporation," "company," or "incorporated" or the abbreviation "Corp.," "Inc.," or "Co.," or the designation "Corp," "Inc," or "Co," | §607.0401 Florida Statutes |
| Georgia | 'corporation,' 'incorporated,' 'company,' or 'limited,' or the abbreviation 'corp.,' 'inc.,' 'co.,' or 'ltd.,' or words or abbreviations of like import in another language; must not be longer than 80 characters | O.C.G.A. § 14-2-401 |
| Guam | "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," or words or abbreviations of like import in another language; if the word "company" or its abbreviation is used, it shall not be immediately preceded by the word "and" or an abbreviation or symbol representing the word "and." | Title 18, § 2110, Guam Code Annotated |
| Hawaii | "corporation", "incorporated", or "limited", or the abbreviation "corp.", "inc.", or "ltd." | §414-51 Hawaii Revised Statutes |
| Idaho | "corporation," "incorporated," "company," "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," or words or abbreviations of like import in another language; provided however, that if the word "company" or its abbreviation is used it shall not be immediately preceded by the word "and" or by an abbreviation of or symbol representing the word "and" | §30-1-401 Idaho Statutes |
| Illinois | "corporation", "company", "incorporated", or "limited", or an abbreviation of one of such words | 805 ILCS 5/4.05 Illinois Compiled Statutes |
| Indiana | "corporation", "incorporated", "company", or "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", or words or abbreviations of like import in another language | § 23-1-23-1 Indiana Code |
| Iowa | "corporation", "incorporated", "company", or "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", or words or abbreviations of like import in another language. | §490.401 Iowa Acts |
| Kansas | (except for banks) "association," "church," "college," "company," "corporation," "club," "foundation," "fund," "incorporated," "institute," "society," "union," "university," "syndicate" or "limited," or one of the abbreviations "co.," "corp.," "inc.," "ltd.," or words or abbreviations of like import in other languages if they are written in Roman characters or letters | §17-6002 Kansas Statutes |
| Kentucky | "corporation", "incorporated" or the abbreviation "Inc.," or the word "company" or the abbreviation "Co."; but if the word "company" or the abbreviation "Co." is used, it may not be immediately preceded by the word "and" or the abbreviation "&." | §273.177 Kentucky Revised Statutes |
| Louisiana | (except for railroad, telegraph and telephone corporations) "Corporation", "Incorporated" or "Limited", or the abbreviation of any of those words, or may contain instead the word "Company" or the abbreviation "Co." if the latter word or abbreviation is not immediately preceded by the word "and" or the symbol "&". No corporate name shall contain the phrase "doing business as" or the abbreviation "d/b/a". Only a bank or bank holding company is allowed to use any of "bank", "banker", "banking", "savings", "safe deposit", "trust", "trustee", "building and loan", "homestead", "credit union", "insurance", "casualty", "redevelopment corporation", or "electric cooperative". | §12:23 Louisiana Revised Statutes |
| Maine | words or abbreviations of words that describe the nature of the entity, including "professional association," "corporation," "company," "incorporated," "chartered," "limited," "limited partnership," "limited liability company," "professional limited liability company," "limited liability partnership," "registered limited liability partnership," "service corporation" or "professional corporation"; beginning July 1, 2007 may also include "limited liability limited partnership" | for business corporations: Title 13-C § 401 Maine Revised Statutes; for non-profit corporations: Title 13-B § 301-A Maine Revised Statutes; |
| Maryland | For Corporations: "Company", if it is not preceded by the word "and" or a symbol for the word "and"; "Corporation", "Incorporated" or "Limited" or abbreviations; for Limited liability companies: "limited liability company", "L.L.C.", "LLC", "L.C.", or "LC"; for Limited liability partnerships: "limited liability partnership", "L.L.P." or "LLP"; for Limited partnerships: "limited partnership", "L.P.", or "LP"; for Limited liability limited partnerships: "limited liability limited partnership", "L.L.L.P.", or "LLLP"; for Professional corporations: "chartered", "chtd.", "professional association", "P.A.", "professional corporation", or "P.C." | Maryland Code CORPORATIONS AND ASSOCIATIONS § 1-502 |
| Massachusetts | "any name which, in the judgment of the secretary, indicates that it is a corporation" | GENERAL LAWS OF MASSACHUSETTS Chapter 155: Section 9 |
| Michigan | "corporation", "company", "incorporated", or "limited" or shall contain 1 of the following abbreviations, corp., co., inc., or ltd. | Act 284 of 1972 Section 450.1211 MICHIGAN BUSINESS CORPORATION ACT |
| Minnesota | nonprofit corporations are not required to use any of these words; for business corporations, they must use "corporation," "incorporated," or "limited," or shall contain an abbreviation of one or more of these words, or the word "company" or the abbreviation "Co." if that word or abbreviation is not immediately preceded by the word "and" or the character "&" | Chapter 302A, Section 302A.115 Minnesota Statutes (for Business Corporations); Chapter 317A, Section 317A.115 Minnesota Statutes (for non-profit corporations) |
| Mississippi | "corporation," "incorporated," "company" or "limited," or the abbreviation "corp.," "inc.," "co." or "ltd." or words or abbreviations of like import in another language | § 79-4-4.01 Mississippi code |
| Missouri | "corporation", "company", "incorporated", or "limited", or shall end with an abbreviation of one of said words |
Chapter 351 Section 351.110 Missouri Revised Statutes |
| Montana | "corporation", "incorporated", "company", or "limited"; the abbreviation "corp.", "inc.", "co.", or "ltd."; or words or abbreviations of similar meaning in another language | 35-1-308 Montana Code Annotated |
| Nebraska | corporation, incorporated, company, or limited, or the abbreviation corp., inc., co., or ltd., or words or abbreviations of like import in another language, except that a corporation organized to conduct a banking business under the Nebraska Banking Act may use a name which includes the word bank without using any such words or abbreviations | Section 21-2028 State of Nebraska Statutes |
| Nevada | No specific requirements stated except that a name appearing to be that of a natural person and containing a given name or initials must not be used as a corporate name except with an additional word or words such as “Incorporated,” “Limited,” “Inc.,” “Ltd.,” “Company,” “Co.,” “Corporation,” “Corp.,” or other word which identifies it as not being a natural person | 78.035 Nevada Revised Statutes |
| New Hampshire | Contain the word "corporation," "incorporated," or "limited" or the abbreviation "corp." ""inc.", or "ltd." | New Hampshire Revised Statutes TITLE XXVII; Section 293-A:4.01 for business corporations |
| New Jersey | Shall contain the word "corporation," "company," "incorporated," or shall contain an abbreviation of one of those words, or shall include the abbreviation Ltd. | New Jersey Statutes 14A:2-2 |
| New Mexico | contain the separate word "corporation," "company," "incorporated" or "limited" or shall contain a separate abbreviation of one of these words | New Mexico Statutes Unannotated 53-11-7 |
| New York | Shall contain the word "corporation", "incorporated" or "limited", or an abbreviation of one of such words; there is also a long list of words a business corporation is not allowed to use without additional approval from other agencies including "board of trade", "state police", "urban development", "chamber of commerce", "state trooper", "urban relocation", "community renewal", "tenant relocation", "acceptance", "endowment", "loan", "annuity", "fidelity", "mortgage", "assurance", "finance", "savings" and many others | New York State Consolidated Laws, Business Corporations Law §301; Not-For-Profit Corporations Law, §301 |
| North Carolina | a corporation must contain the word "corporation", "incorporated", "company", or "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd."; a limited liability company must contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC", or the combination "ltd. liability co.", "limited liability co.", or "ltd. liability company"; a limited partnership that is not a limited liability limited partnership must contain the words "limited partnership", the abbreviation "L.P." or "LP", or the combination "ltd. partnership"; a limited liability limited partnership must contain the words "registered limited liability limited partnership" or "limited liability limited partnership" or the abbreviation "L.L.L.P.", "R.L.L.L.P.", "LLLP", or "RLLLP"; a registered limited liability partnership's name must contain the words "registered limited liability partnership" or "limited liability partnership" or the abbreviation "L.L.P.", "R.L.L.P.", "LLP" or "RLLP". | North Carolina General Statutes § 55D‑20 |
| North Dakota | must contain the word "company", "corporation", "incorporated", "limited", or an abbreviation of one or more of these words; may not contain the words "limited liability company", "limited partnership", "limited liability partnership", "limited liability limited partnership", or any abbreviation of these words. | North Dakota century Code 10-19.1-13 |
| Ohio | It shall end with or include the word or abbreviation "company," "co.," "corporation," "corp.," "incorporated," or "inc." | Ohio Revised Code §1701.05 |
| Oklahoma | The name of the corporation which shall contain one of the words “association”, “company”, “corporation”, “club”, “foundation”, “fund”, “incorporated”, “institute”, “society”, “union”, “syndicate”, or “limited” or abbreviations thereof, with or without punctuation | Oklahoma Statutes §18-1006 |
| Oregon | For private corporations it shall contain one or more of the words “corporation,” “incorporated,” “company” or “limited” or an abbreviation of one or more of those words; shall not contain the word “cooperative.” For non-profit corporations there is no specific requirement except the name cannot imply a purpose not dictated in its articles of incorporation and cannot contain the word "cooperative" or the phrase "limited partnership." | Oregon Revised Statutes 60.094 for Private Corporations; ORS 65.094 for Non-Profit corporations |
| Pennsylvania | Corporation, Corp., Company, Co., Incorporated, Inc., Limited, Ltd., Association., Fund., Syndicate or words or abbreviations of like import in languages other than English. | Pennsylvania Code, Chapter 19, §23.3 |
| Puerto Rico | Corporation, Corp. or Inc., or words or abbreviations of like import in other languages, provided they are written in roman letters or characters. | Title 14, Subtitle 4, §2602, Laws of Puerto Rico. |
| Rhode Island | "corporation," "company," "incorporated," or "limited," or an abbreviation of one of these words | Rhode Island General Laws § 7-1.2-401 |
| South Carolina | "corporation", "incorporated", "company", or "limited", the abbreviation "corp.", "inc.", "co.", or "ltd.", or words or abbreviations of like import in another language | South Carolina Code of Laws Section 33-4-101 |
| South Dakota | corporation, incorporated, company, or limited, or the abbreviation, corp., inc., co., or ltd., or terms or abbreviations of like import in another language | South Dakota Codified Laws 47-1A-401 |
| Tennessee | "corporation," "incorporated," "company," or the abbreviation "corp.," "inc.," "co.," or words or abbreviations of like import in another language (provided they are written in Roman characters or letters); existing corporations which were formed using only "limited" or "ltd" are not required to change their name | § 48-14-101 Tennessee Code |
| Texas | "company," "corporation," "incorporated," or "limited," or an abbreviation of one of those words. | Texas Business Organizations Code § 5.054 |
| U.S. Virgin Islands | name shall be such as to indicate that it is a corporation as distinguished from a natural person or partnership. | Title Thirteen, § 2, Virgin Islands Code |
| Utah | "corporation", "incorporated", "company"; the abbreviation: "corp.", "inc." or "co." or words or abbreviations of like import to the words or abbreviations listed in another language; without the written consent of the United States Olympic Committee, may not contain the words "Olympic", "Olympiad", or "Citius Altius Fortius"; without the written consent of the Division of Consumer Protection may not contain the words "university", "college" or "institute" | § 16-10a-401 Utah Code |
| Vermont | "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," or words or abbreviations of like import in another language; shall not have the word "cooperative" or any abbreviation thereof as part of its name unless the corporation is a worker cooperative corporation; | Title 11A, § 4.01 Vermont Statutes |
| Virginia | "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd." | § 13.1-630. Code of Virginia |
| Washington | "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd."; must not include "Bank," "banking," "banker," "trust," "cooperative," or any combination of the words "industrial" and "loan," or any combination of any two or more of the words "building," "savings," "loan," "home," "association," and "society," | § 23B.04.010 Revised Code of Washington |
| West Virginia | "corporation", "incorporated", "company" or "limited", or the abbreviation "corp.", "inc.", "co." or "ltd.", or words or abbreviations of like import in another language | §31D-4-401 West Virginia Code |
| Wisconsin | "corporation", "incorporated", "company" or "limited" or the abbreviation "corp.", "inc.", "co." or "ltd." or words or abbreviations of like import in another language | §180.0401 Wisconsin Statutes (for Stock corporations) and §181.0401 Wisconsin Statutes (for non-stock corporations) |
| Wyoming | Unclear; apparently any of "corporation," "company," "incorporated," and probably the usual abbreviations of "Corp." "Co." and "Inc." | § 17-16-401. Wyoming Statutes |