Cyclopedia of Commerce, Accountancy, Business Administration, v. 04 (of 10)American School of Correspondence
General
Cyclopedia of Commerce, Accountancy, Business Administration, v. 04 (of 10)
American School of Correspondence
Accounting; Business; Commerce
=2.= Corporations may be divided into two general classes--public and
private. A _public_ corporation is a political entity organized for
the purposes of government--as a city, county, or village. A _private_
corporation is one organized to further the interests of its members.
These may be divided into two classes--stock corporations and non-stock
corporations.
A _stock_ corporation is one organized for the pecuniary gain of its
members.
A _non-stock_ corporation is one organized to further a particular
object--as clubs, charitable associations, societies for scientific
research, etc.
Stock or business corporations are the ones with which we are chiefly
concerned. Such corporations are organized to enable several persons
to unite their capital to conduct a legitimate business enterprise and
such organization accomplishes two important results; the rights of the
members to transfer their interest without affecting the standing of
the business, and exemption from personal liability for contracts or
acts of the corporation.
In a partnership, each individual partner is liable for the debts of
the partnership, and any partner can make contracts in the name of
the partnership, such contracts becoming obligations of net only the
partnership but of each individual partner.
A member or stock holder in a corporation is, as a rule, liable
only for the amount of his subscription to the capital stock of the
corporation. The exception to this is the organization of certain
classes of corporations in which it is provided that a stockholder
shall be liable for twice the amount of his stock subscription.
National Banks are examples of this class. No stockholder, as such, has
the right to make contracts in the name of the corporation, and any
contracts he may make are not binding on the corporation. Contracts
made in the name of the corporation, to be binding, must be executed by
an officer duly authorized to make such contracts.
=3. Joint Stock Companies.= _How distinguished from corporations._
A joint stock company is a large partnership in which the capital
is divided into shares which are distributed among the partners in
proportion to their interests. Joint stock companies differ from
corporations and are like partnerships in the following respects:
Each member is liable for the debts of the company, and if he sells his
shares he is still liable for the debts which were contracted while he
was a shareholder.
Except when otherwise provided by statute, all members must join in any
action at law by the company, and if another brings an action against
the company he must join as many shareholders as he wishes to hold.
In some states the law provides that an action against a joint stock
company may be brought in the name of its president or other designated
officer representing all the members.
=4. Joint Stock Companies.= _How like Corporations._ A joint stock
company is like a corporation and differs from a partnership in the
following respects:
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