A joint-stock company (JSC) is a business entity in which shares of the company's stock can be bought and sold by shareholders . Each shareholder owns company stock in proportion, evidenced by their shares (certificates of ownership). Shareholders are able to transfer their shares to others without any effects to the continued existence of the company.
127-566: The South Sea Company (officially: The Governor and Company of the merchants of Great Britain, trading to the South Seas and other parts of America and for the encouragement of the Fishery ) was a British joint-stock company founded in January 1711, created as a public-private partnership to consolidate and reduce the cost of the national debt . To generate income, in 1713 the company
254-654: A public limited company ). The Ukrainian form of the private limited company is called товариство з обмеженою відповідальністю (ТОВ or ТзОВ). Auditor of the Imprests Auditor of the Imprests was a profitable office of the Exchequer , responsible for auditing the accounts of officers of the English crown to whom money was issued for government expenditure, from 1559 to 1785. In this crucial role,
381-672: A subsidiary of another corporation (its parent company ), which may itself be either a closely held or a public corporation. In some jurisdictions, the subsidiary of a listed public corporation is also defined as a public corporation (for example, in Australia ). In Australia corporations are registered and regulated by the Commonwealth Government through the Australian Securities and Investments Commission . Corporations law has been largely codified in
508-405: A company with legal liability, not being a partnership, had a distinct legal personality that was separate from that of its individual shareholders. The existence of a corporation requires a special legal framework and body of law that specifically grants the corporation legal personality, and it typically views a corporation as a fictional person, a legal person, or a moral person (as opposed to
635-459: A corporate tax rate, and dividends paid to shareholders are taxed at a separate rate. Such a system is sometimes referred to as " double taxation " because any profits distributed to shareholders will eventually be taxed twice. One solution, followed by as in the case of the Australian and UK tax systems, is for the recipient of the dividend to be entitled to a tax credit to address the fact that
762-412: A feverish interest in investing: in South Seas primarily, but in stocks generally. One famous apocryphal story is of a company that went public in 1720 as "a company for carrying out an undertaking of great advantage, but nobody to know what it is". The price finally reached £1,000 in early August 1720, and the level of selling was such that the price started to fall, dropping back to £100 per share before
889-494: A foreign consortium, Decker £49,000, Sir Ambrose Crawley £36,791. The company had a Sub-Governor, Bateman; a Deputy Governor, Ongley; and 30 ordinary directors. In total, nine of the directors were politicians, five were members of the Sword Blade consortium, and seven more were financial magnates who had been attracted to the scheme. The company created a coat of arms with the motto A Gadibus usque ad Auroram ("from Cadiz to
1016-432: A form for smaller enterprises, are becoming increasingly common. Between 2002 and 2008, the intermediary corporation ( 中間法人 , chūkan hōjin ) existed to bridge the gap between for-profit companies and non-governmental and non-profit organizations. In Latvia , which uses a model similar to Germany, a public stock company is called an akciju sabiedrība (a/s, A/S or AS), whereas a private, 'limited liability company'
1143-434: A further 7.5% for a financial adviser, Manasseh Gilligan. Some company board members refused to accept the contract on these terms, and the government was obliged to reverse its decision. Despite these setbacks, the company continued, having raised £200,000 to finance the operations. In 1714 2,680 slaves were carried, and for 1716–17, 13,000 more, but the trade continued to be unprofitable. An import duty of 33 pieces of eight
1270-613: A large pool of shareholders with management in the hands of jingshang , merchants who operated their businesses using investors' funds, with investor compensation based on profit-sharing, reducing the risk of individual merchants and burdens of interest payment. The operation of these joint investment partnerships can be examined in a mathematical problem included in the Mathematical treatise in nine sections ( Shu-shu chiu-chang ) (1247 ed.) of Ch'in Chiu-shao (c.1202–61). Although
1397-421: A later officer's account could not even begin until that of his predecessor had received its acquittance (Quietus). The result was that Henry Fox (Lord Holland from 1763), who had been Paymaster-General of Forces between 1757 and 1765 did not have his accounts audited until 1778, 23 years later, during which time he was estimated to have received £250,000 in interest. The auditors were paid by fees. This made
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#17327662220411524-640: A legal entity that has shares (Bosnian/Croatian: dionica or vrijednosni papir ; Serbian: akcija or hartija od vrijednosti - Cyrillic : акција or хартија од вриједности ) that can be traded in a free market or stock exchanges in the Bosnia and Herzegovina (listed in Sarajevo Stock Exchange or Banja Luka Stock Exchange ). In Bulgaria , a joint-stock company is called a aktsionerno druzhestvo or AD ( Bulgarian : акционерно дружество or АД ). When all shares are owned by
1651-677: A man in a duel, had travelled around Europe before settling in France. There he founded a bank, which in December 1718 became the Banque Royale, national bank of France, while Law himself was granted sweeping powers to control the economy of France, which operated largely by royal decree. Law's remarkable success was known in financial circles throughout Europe, and now came to inspire Blunt and his associates to make greater efforts to grow their own concerns. In February 1719 Craggs explained to
1778-660: A more viable financial structure than previous guilds or state-regulated companies. The first joint-stock companies to be implemented in the Americas were the London Company and the Plymouth Company . Transferable shares aim to achieve positive returns on equity , which is evidenced by investment in companies like the East India Company, which used the financing model to manage their trade on
1905-460: A much smaller hit to their returns as opposed to those involved with a closely held corporation. Publicly traded companies, however, can suffer from that advantage. A closely held corporation can often voluntarily take a hit to profit with little to no repercussions if it is not a sustained loss. A publicly traded company often comes under extreme scrutiny if profit and growth are not evident to stock holders, thus stock holders may sell, further damaging
2032-467: A natural person) which shields its owners (shareholders) from "corporate" losses or liabilities; losses are limited to the number of shares owned. It furthermore creates an inducement to new investors (marketable stocks and future stock issuance). Corporate statutes typically empower corporations to own property, sign binding contracts, and pay taxes in a capacity separate from that of its shareholders, who are sometimes referred to as "members". The corporation
2159-594: A new company formed for the purpose, the South Sea Company, which in return would issue them shares in itself to the same nominal value. The government would make an annual payment to the Company of £568,279, equating to 6% interest plus expenses, which would then be redistributed to the shareholders as a dividend. The company was also granted a monopoly to trade with South America, a potentially lucrative enterprise, but one controlled by Spain – with which Britain
2286-416: A perpetual succession and a common seal. Ownership refers to a large number of privileges. The company is managed on behalf of the shareholders by a board of directors, elected at an annual general meeting. The shareholders also vote to accept or reject an annual report and audited set of accounts. Individual shareholders can sometimes stand for directorships within the company if a vacancy occurs, but that
2413-625: A publicly traded company, as there will generally be fewer voting shareholders, and the shareholders would have common interests. A publicly traded company is also at the mercy of the market, with capital flow in and out based not only on what the company is doing but also on what the market and even what the competitors, major and minor, are doing. However, publicly traded companies also have advantages over their closely held counterparts. Publicly traded companies often have more working capital and can delegate debt throughout all shareholders. Therefore, shareholders of publicly traded company will each take
2540-511: A responsabilità limitata , or S.r.l.), and the publicly traded partnership ( società in accomandita per azioni , or S.a.p.a.). The latter is a hybrid of the limited partnership and public limited company, having two categories of shareholders, some with and some without limited liability, and is rarely used in practice. In Japan , both the state and local public entities under the Local Autonomy Act (now 47 prefectures , made in
2667-478: A single shareholder the company receives the special designation of ednolichno aktsionerno druzhestvo or EAD ( Bulgarian : еднолично акционерно дружество or ЕАД ). In Canada both the federal government and the provinces have corporate statutes, and thus a corporation may be incorporated either provincially or federally. Many older corporations in Canada stem from Acts of Parliament passed before
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#17327662220412794-611: A stock transfer for an eighth of the company (or more specifically, the mountain in which the copper resource was available) as early as 1288. In more recent history, the earliest joint-stock company recognized in England was the Company of Merchant Adventurers to New Lands , founded in 1551 with 240 shareholders. It became the Muscovy Company , which had a monopoly on trade between Russia and England , when royal charter
2921-455: A total of £9 million was owed by the government, with no specifically allocated income to pay it off. Robert Harley and John Blunt had jointly devised a scheme to consolidate this debt in much the same way that the Bank of England had consolidated previous debts, although the Bank still held the monopoly for operating as a bank. All holders of the debt (creditors) would be required to surrender it to
3048-584: Is a matter of definition. An early form of joint-stock company was the medieval commenda , although it was usually employed for a single commercial expedition. Around 1350 in France at Toulouse , 96 shares of the Société des Moulins du Bazacle , or Bazacle Milling Company were traded at a value that depended on the profitability of the mills the society owned, making it probably the first company of its kind in history. The Swedish company Stora has documented
3175-419: Is also empowered to borrow money, both conventionally and directly to the public, by issuing interest-bearing bonds. Corporations subsist indefinitely; "death" comes only by absorption (takeover) or bankruptcy. According to Lord Chancellor Haldane , ...a corporation is an abstraction. It has no mind of its own any more than it has a body of its own; its active and directing will must consequently be sought in
3302-440: Is an artificial person; it has legal existence separate from persons composing it. It can sue and can be sued in its own name. It is created by law, established for commercial purposes, and comprises a large number of members. The shares of each member can be purchased, sold, and transferred without the consent of other members. Its capital is divided into transferable shares, suitable for large undertakings. Joint stock companies have
3429-624: Is called a sabiedrība ar ierobežotu atbildību (SIA). State-owned variants of these companies add an initial capital V ( valsts - 'state'), as in VAS and VSIA. In Norway, a joint-stock company is called an aksjeselskap , abbreviated AS . A special and by far less common form of joint-stock companies, intended for companies with a large number of shareholders, is the publicly traded joint-stock companies, called allmennaksjeselskap and abbreviated ASA . A joint-stock company must be incorporated, has an independent legal personality and limited liability, and
3556-503: Is required to have a certain capital upon incorporation. Ordinary joint-stock companies must have a minimum capital of NOK 30,000 upon incorporation, which was reduced from 100,000 in 2012. Publicly traded joint-stock companies must have a minimum capital of NOK 1 million. See: Open joint-stock company (OJSC). In Spain there are two types of companies with limited liability: (i) "S.L.", or Sociedad Limitada (a private limited company ), and (ii) "S.A.", or Sociedad Anónima (similar to
3683-496: Is that publicly traded corporations have the burden of complying with additional securities laws, which (especially in the US) may require additional periodic disclosure (with more stringent requirements), stricter corporate governance standards as well as additional procedural obligations in connection with major corporate transactions (for example, mergers) or events (for example, elections of directors). A closely held corporation may be
3810-438: Is uncommon. A joint-stock company also differs from other company forms, as it lacks internal ownership (hence its shareholders). This means that although the shareholder(s) in the joint-stock company may also work for the company as employees or by contract, when they act as shareholders they are always exterior to the company, which may help keep ownership business-oriented and impersonal. Provided sales and assets exist within
3937-657: The Aktiengesellschaft (AG), analogous to public limited companies (or corporations in US/Can) in the English-speaking world, and the Gesellschaft mit beschränkter Haftung (GmbH), similar to the modern private limited company . Italy recognizes three types of company limited by shares: the public limited company ( società per azioni , or S.p.A.), the private limited company ( società
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4064-706: The Canada Business Corporations Act . The Chilean form of joint-stock company is called Sociedad por Acciones (often abbreviated "SpA"). They were created in 2007 by Law N° 20.190, and they are the most recent variety of societary types, as they represent a simplified form of corporation – originally conceived for venture capital companies. According to the Ministry of Economy's Business and Society Registry, SpAs accounted for 71.42% of new businesses in October 2023. The Czech form of
4191-526: The Corporations Act 2001 . In Brazil there are many different types of legal entities ( sociedades ), but the two most common ones commercially speaking are (i) sociedade limitada , identified by "Ltda." or "Limitada" after the company's name, equivalent to the British limited liability company, and (ii) sociedade anônima or companhia , identified by "SA" or "Companhia" in
4318-551: The Dutch East India Company issued shares that were made tradable on the Amsterdam Stock Exchange . The development enhanced the ability of joint-stock companies to attract capital from investors, as they could now easily dispose of their shares. In 1612, it became the first 'corporation' in intercontinental trade with 'locked in' capital and limited liability. The joint-stock company became
4445-491: The Indian subcontinent . Joint-stock companies paid out divisions (dividends) to their shareholders by dividing up the profits of the voyage in the proportion of shares held. Divisions were usually cash, but when working capital was low and detrimental to the survival of the company, divisions were either postponed or paid out in remaining cargo, which could be sold by shareholders for profit. However, in general, incorporation
4572-714: The Secretary of the Treasury , William Lowndes (who had had significant responsibility for reminting the entire debased British coinage in 1696) and John Aislabie (who represented the October Club , a group of about 200 MPs who had agreed to vote together). Harley's first concern was to find £300,000 for the next quarter's payroll for the British army operating on the Continent under the Duke of Marlborough . This funding
4699-509: The South Sea Bubble . The Bubble Act 1720 ( 6 Geo. 1 c. 18), which forbade the creation of joint-stock companies without royal charter , was promoted by the South Sea Company itself before its collapse. In Great Britain, many investors were ruined by the share-price collapse, and as a result, the national economy diminished substantially. The founders of the scheme engaged in insider trading , by using their advance knowledge of
4826-605: The Treasurer to the Navy, Hampden , who invested £25,000 of government money on his own behalf. The proposal was accepted in a slightly altered form in April 1720. Crucial in this conversion was the proportion of holders of irredeemable annuities who could be tempted to convert their securities at a high price for the new shares. (Holders of redeemable debt had effectively no other choice but to subscribe.) The South Sea Company could set
4953-584: The War of the Quadruple Alliance . The company's assets in South America were seized, at a cost claimed by the company to be £300,000. Any prospect of profit from trade, for which the company had purchased ships and had been planning its next ventures, disappeared. Events in France now came to influence the future of the company. A Scottish economist and financier, John Law , exiled after killing
5080-521: The 19th century and municipalities ) are considered to be corporations ( 法人 , hōjin ) . Non-profit corporations may be established under the Civil Code . The term "company" ( 会社 , kaisha ) or (企業 kigyō ) is used to refer to business corporations. The predominant form is the Kabushiki gaisha (株式会社), used by public corporations as well as smaller enterprises. Mochibun kaisha (持分会社),
5207-541: The Act gave a boost to the South Sea Company, its shares leaping to £890 in early June. This peak encouraged people to start to sell; to counterbalance this the company's directors ordered their agents to buy, which succeeded in propping the price up at around £750. The price of the stock went up over the course of a single year from about £100 to almost £1,000 per share. Its success caused a country-wide frenzy— herd behavior —as all types of people, from peasants to lords, developed
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5334-528: The Auditor of the Imprests held the responsibility of meticulously scrutinizing the financial transactions and played a pivotal role in ensuring transparency and accountability by overseeing the allocation of funds for government expenditure. The rigorous audit process contributed significantly to maintaining the financial integrity of the English government during this historical period. Prior to 1559 this duty
5461-671: The Bank of England's monopoly. The task of the Company Secretary was to oversee trading activities; the Accountant, Grigsby, was responsible for registering and issuing stock; and the Cashier, Robert Knight, acted as Blunt's personal assistant at a salary of £200 per annum. The Treaty of Utrecht of 1713 granted Britain an Asiento de Negros lasting 30 years to supply the Spanish colonies with 4,800 slaves per year. Britain
5588-435: The Bank proposed to undertake the conversion with a payment of £5.5 million and a fixed conversion price of £170 per £100 face-value Bank stock. On 1 February, the company negotiators led by Blunt raised their offer to £4 million plus a proportion of £3.5 million depending on how much of the debt was converted. They also agreed that the interest rate would decrease after four years instead of seven, and agreed to sell on behalf of
5715-725: The Company was restructured and continued to operate for more than a century after the Bubble. The headquarters were in Threadneedle Street , at the centre of the City of London , the financial district of the capital. At the time of these events, the Bank of England was also a private company dealing in national debt, and the crash of its rival confirmed its position as banker to the British government. When in August 1710 Robert Harley
5842-453: The House of Commons a new scheme for improving the national debt by converting the annuities issued after the 1710 lottery into South Sea stock. By Act of Parliament, the company was granted the right to issue £1,150 of new stock for every £100 per annum of annuity which was surrendered. The government would pay 5% per annum on the stock created, which would halve their annual bill. The conversion
5969-471: The King. Shares in the company were "sold" to politicians at the current market price; however, rather than paying for the shares, these recipients simply held the shares, with the option of selling them back to the company at any time, receiving the increase in market price. This method, as well as winning over the heads of government, the King's mistress, et al. , had the advantage of binding their interests to
6096-482: The Navy and the Paymaster-General of HM Forces . The auditors were responsible for seeing that these officers expended the money issued to them for the purposes intended. The system operation was defective. The auditors did not audit the actual expenditure of the departments administering the army and navy. Nor was there any mechanism for ensuring that accounts were presented and passed promptly. Indeed
6223-702: The Public from the Examination given to ... [the public accounts] by the Auditor of Imprests, and, for that Reason, we have suggested the Propriety of exempting them from his Jurisdiction, and the urgent Necessity of relieving the Nation from so heavy, and, to all Appearance, so unnecessary an Expense". During the American War of Independence , the government came under great pressure to ensure that its revenue
6350-474: The Spaniards are to be divested of common sense, infatuate, and given up, abandoning their own commerce, throwing away the only valuable stake they have left in the world, and in short, bent on their own ruin, we cannot suggest that they will ever, on any consideration, or for any equivalent, part with so valuable, indeed so inestimable a jewel, as the exclusive trade to their own plantations. The originators of
6477-565: The US). The institution most often referenced by the word "corporation" is publicly traded , which means that the company's shares are traded on a public stock exchange (for example, the New York Stock Exchange or Nasdaq in the United States) whose shares of stock of corporations are bought and sold by and to the general public. Most of the largest businesses in the world are publicly traded corporations. However,
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#17327662220416604-595: The Whigs between Walpole's faction supporting the Prince of Wales and James Stanhope 's supporting the King. Argyll and Townshend were dismissed as directors, as were surviving Tories Sir Richard Hoare and George Pitt, and King George I became governor. Four MPs remained directors, as did six people holding government financial offices. The Sword Blade Company remained bankers to the South Sea, and indeed had flourished despite
6731-429: The assets of an insurance company. On 22 February 1720, John Hungerford raised the question of bubble companies in the House of Commons, and persuaded the House to set up a committee, which he chaired, to investigate. He identified a number of companies which between them sought to raise £40 million in capital. The committee investigated the companies, establishing a principle that companies should not be operating outside
6858-442: The board and replaced with businessmen. The Whigs Horatio Townshend, brother in law of Robert Walpole , and the Duke of Argyll were elected directors. The change of government led to a revival of the company's share value, which had fallen below its issue price. The previous government had failed to make the interest payments to the company for the preceding two years, owing more than £1 million. The new administration insisted that
6985-625: The bubble companies investigated were two supported by Lords Onslow and Chetwynd respectively, for insuring shipping. These were criticised heavily, and the questionable dealings of the Attorney-General and Solicitor-General in trying to obtain charters for the companies led to both being replaced. However, the schemes had the support of Walpole and Craggs , so that the larger part of the Bubble Act (which finally resulted in June 1720 from
7112-592: The case of Hallett v Dowdall , the Court of the Exchequer held that such clauses bound people who have notice of them. Four years later, the Joint Stock Companies Act 1856 provided for limited liability for all joint-stock companies provided, among other things, that they included the word "limited" in their company name. The landmark case of Salomon v A Salomon & Co Ltd established that
7239-510: The committee's investigations) was devoted to creating charters for the Royal Exchange Assurance Corporation or London Assurance Corporation. The companies were required to pay £300,000 for the privilege. The Act required that a joint stock company could be incorporated only by Act of Parliament or royal charter . The prohibition on unauthorised joint stock ventures was not repealed until 1825. The passing of
7366-566: The companies had no legal basis, while others (such as the Hollow Sword Blade Company, which acted as the South Sea Company's banker), used existing chartered companies for purposes entirely different from those designated at their creation. The York Buildings Company was set up to provide water to London, but was purchased by Case Billingsley who used it to purchase confiscated Jacobite estates in Scotland, which then formed
7493-557: The company debts that extend beyond the company's ability to pay up to the amount of them. The earliest records of joint-stock companies appear in China during the Tang and Song dynasties . The Tang dynasty saw the development of the heben , the earliest form of joint stock company with an active partner and one or two passive investors. By the Song dynasty this had expanded into the douniu ,
7620-520: The company profits. Closely held companies often have a better relationship with workers. In larger, publicly traded companies, often after only one bad year, the first area to feel the effects is the workforce with layoffs or worker hours, wages or benefits being cut. Again, in a closely held business the shareholders can incur the profit damage rather than passing it to the workers. The affairs of publicly traded and closely held corporations are similar in many respects. The main difference in most countries
7747-454: The company ship. He was dismissed as a director, but the result was the beginning of Harley's fall from favour with the company. On 27 July 1714, Harley was replaced as Lord High Treasurer as a result of a disagreement that had broken out within the Tory faction in parliament. Queen Anne died on 1 August 1714; and at the election of directors in 1715 the Prince of Wales (the future King George II )
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#17327662220417874-512: The company's charter was issued on 10 September 1711. The government itself surrendered £0.75 million of its own debt held by different departments (at that time individual office holders were at liberty to invest government funds under their control to their own advantage before it was required for government expenditure). Harley surrendered £8,000 of debt and was appointed Governor of the new company. Blunt, Caswall and Sawbridge together surrendered £65,000, Janssen £25,000 of his own plus £250,000 from
8001-453: The company's debts only to the value of the money they have invested in the company). Therefore, joint-stock companies are commonly known as corporations or limited companies . Some jurisdictions still provide the possibility of registering joint-stock companies without limited liability. In the United Kingdom and in other countries that have adopted its model of company law, they are known as unlimited companies . A joint-stock company
8128-571: The company's dubious legal position. Blunt and Sawbridge remained South Sea directors, and they had been joined by Gibbon and Child. Caswall had retired as a South Sea director to concentrate on the Sword Blade business. In November 1718 Sub-Governor Bateman and Deputy Governor Shepheard both died. Leaving aside the honorary position of Governor, this left the company suddenly without its two most senior and experienced directors. They were replaced by Sir John Fellowes as Sub-Governor and Charles Joye as Deputy. In 1718 war broke out with Spain once again, in
8255-440: The company's name, equivalent to the British public limited company. The "Ltda." is mainly governed by the new Civil Code, enacted in 2002, and the "SA", by Law 6.404, dated December 15, 1976, as amended. In Bosnia and Herzegovina , a joint-stock company is called: The specified form of organization means that the company ( private or state-owned ) is organized on the Bosnian market (Federation of BiH and RS entity level) as
8382-469: The company, a joint-stock company is effectively a forum for three- party trading: Owners, i.e. shareholders, are seeking financial funds (profits) and offer economic assets, in the form of capital. Employees, contractors and other contracted parties seek compensation and offer labor for this. Utilisers, ie customers, clients and other stakeholders, seek products and services, and offer financial funds for this. The shareholders are usually not liable for any of
8509-399: The company, based on that of the Bank of England, was drawn up by Blunt who was paid £3,846 for his services in setting up the company. Directors would be elected every three years and shareholders would meet twice a year. The company employed a cashier, secretary and accountant. The governor was intended as an honorary position, and was later customarily held by the monarch. The charter allowed
8636-408: The company. Often, that blow is enough to make a small public company fail. Often, communities benefit from a closely held company more so than from a public company. A closely held company is far more likely to stay in a single place that has treated it well even if that means going through hard times. Shareholders can incur some of the damage the company may receive from a bad year or slow period in
8763-399: The conversion price but could not diverge much from the market price of its shares. The company ultimately acquired 85% of the redeemables and 80% of the irredeemables. The company then set to talking up its stock with "the most extravagant rumours" of the value of its potential trade in the New World; this was followed by a wave of "speculating frenzy". The share price had risen from the time
8890-460: The corporation are able to assess the creditworthiness of the corporation and cannot enforce claims against shareholders. Shareholders, therefore, experience some loss of privacy in return for limited liability. That requirement generally applies in Europe, but not in common law jurisdictions, except for publicly traded corporations (for which financial disclosure is required for investor protection). In many countries, corporate profits are taxed at
9017-694: The current price. The transactions were recorded by Knight in the names of intermediaries, but no payments were received and no stock issued – indeed the company had none to issue until the conversion of debt began. The individual received an option to sell his stock back to the company at any future date at whatever market price might then apply. Shares went to the Craggs: the Elder and the Younger ; Lord Gower ; Lord Lansdowne ; and four other MPs. Lord Sunderland would gain £500 for every pound that stock rose; George I's mistress, their children and Countess Platen £120 per pound rise, Aislabie £200 per pound, Lord Stanhope £600 per pound. Others invested money, including
9144-462: The dawn", from Juvenal , Satires , 10) and rented a large house in the City of London as its headquarters. Seven sub-committees were created to handle its everyday business, the most important being the "committee for the affairs of the company". The Sword Blade company was retained as the company's banker and on the strength of its new government connections issued notes in its own right, notwithstanding
9271-563: The dealings it describes are perhaps more complex than those practiced a century earlier, it essentially deals with a kind of investment and division of profits that for sure would have been made in the twelfth if not also the eleventh century: a four-party partnership that collectively made an investment (of 424,000 strings of cash) in a Chinese trading venture to southeast Asia. Each party's original investment consisted of precious metals like silver and gold and commodities like salt, paper, and monk certificates (and their accruing tax exemption). Yet
9398-407: The debt be written off, but allowed the company to issue new shares to stockholders to the value of the missed payments. At around £10 million, this now represented half the share capital issued in the entire country. In 1714 the company had 2,000 to 3,000 shareholders, more than either of its rivals. By the time of the next directors' elections in 1718 politics had changed again, with a schism within
9525-458: The firm cannot be taken by personal creditors of its shareholders. The second feature requires special legislation and a special legal framework, as it cannot be reproduced via standard contract law. The regulations most favorable to incorporation include: In many jurisdictions, corporations whose shareholders benefit from limited liability are required to publish annual financial statements and other data so that creditors who do business with
9652-570: The first year, plus any that might have been added (against standing instructions) by the ship's captains on their own behalf. On arrival of the first cargoes, the local authorities refused to accept the Asiento, which had still not been officially confirmed there by the Spanish authorities. The slaves were eventually sold at a loss in the West Indies. In 1714 the government announced that a quarter of profits would be reserved for Queen Anne and
9779-471: The form of a fixed annuity over a period of years, so that the government effectively held the prize money as borrowings until the whole value had been paid out to the winners. Marketing was handled by members of the Sword Blade syndicate, Gibbon selling £200,000 of tickets and earning £4,500 commission, and Blunt selling £993,000. Charles Blunt (a relative) was made Paymaster of the lottery with expenses of £5,000. The national debt investigation concluded that
9906-401: The founders of the Bank of England and of the financially disastrous Darien Scheme . Harley was rewarded for delivering the scheme by being created Earl of Oxford on 23 May 1711 and was promoted to Lord High Treasurer . With a more secure position, he began secret peace negotiations with France. The scheme to thus consolidate all government debt and to manage it better in the future held out
10033-592: The full court of directors to nominate a smaller committee to act on any matter on its behalf. Directors of the Bank of England and of the East India Company were barred from being directors of the South Sea Company. Any ship of more than 500 tons owned by the company was to have a Church of England clergyman on board. The surrender of government debt for company stock was to occur in five separate lots. The first two of these, totaling £2.75 million from about 200 large investors, had already been arranged before
10160-474: The government was to be used to buy in any debt not subscribed to the scheme, which although it helped the government, also helped the company by removing possibly competing securities from the market, including large holdings by the Bank of England. Company stock was now trading at £123, so the issue amounted to an injection of £5 million of new money into a booming economy just as interest rates were falling. Gross Domestic Product (GDP) for Britain at this point
10287-461: The government £1 million of Exchequer bills (formerly handled by the Bank). The House accepted the South Sea offer. Bank stock fell sharply. Perhaps the first sign of difficulty came when the South Sea Company announced that its Christmas 1719 dividend would be deferred for 12 months. The company now embarked on a show of gratitude to its friends. Select individuals were sold a parcel of company stock at
10414-665: The interests of the company: in order to secure profits, the stock needed to rise. Meanwhile, by publicising the names of their elite stockholders, the company managed to clothe itself in an aura of legitimacy, which attracted and kept other buyers. The South Sea Company was by no means the only company seeking to raise money from investors in 1720. A large number of other joint-stock companies, making extravagant (sometimes fraudulent) claims about foreign or other ventures or bizarre schemes, had been created. Others represented potentially sound, although novel, schemes, such as for founding insurance companies. These were nicknamed "Bubbles". Some of
10541-506: The introduction of general corporation law. The oldest corporation in Canada is the Hudson's Bay Company ; though its business has always been based in Canada, its Royal Charter was issued in England by King Charles II in 1670, and became a Canadian charter by amendment in 1970 when it moved its corporate headquarters from London to Canada. Federally recognized corporations are regulated by
10668-481: The majority of corporations are privately held , or closely held, so there is no ready market for the trading of shares. Many such corporations are owned and managed by a small group of businesspeople or companies, but the size of such a corporation can be as vast as the largest public corporations. Closely held corporations have some advantages over publicly traded corporations. A small, closely held company can often make company-changing decisions much more rapidly than
10795-558: The national finances, which were suffering from the pressures of two simultaneous wars : the War of the Spanish Succession with France, which ended in 1713, and the Great Northern War , which was not to end until 1721. Harley came prepared, with detailed accounts describing the situation of the national debt, which was customarily a piecemeal arrangement, with each government department borrowing independently as
10922-511: The need arose. He released the information steadily, continually adding new reports of debts incurred and scandalous expenditure, until in January 1711 the House of Commons agreed to appoint a committee to investigate the entire debt. The committee included Harley himself, the two Auditors of the Imprests (whose task was to investigate government spending), Edward Harley (the Chancellor's brother), Paul Foley (the Chancellor's brother-in-law),
11049-476: The objects specified in their charters. A potential embarrassment for the South Sea was avoided when the question of the Hollow Sword Blade Company arose. Difficulty was avoided by flooding the committee with MPs who were supporters of the South Sea, and voting down by 75 to 25 the proposal to investigate the Hollow Sword. (At this time, committees of the House were either 'Open' or 'secret'. A secret committee
11176-556: The offer to the public in July 1719. The Sword Blade company spread a rumour that the Pretender had been captured, and the general euphoria induced the South Sea share price to rise from £100, where it had been in the spring, to £114. Annuitants were still paid out at the same money value of shares, the company keeping the profit from the rise in value before issuing. About two-thirds of the in-force annuities were exchanged. The 1719 scheme
11303-530: The office were sometimes made. However Edward Harley and most subsequent auditors only held office during pleasure , though in practice, it amounted to the same thing. By 1745, the office was a sinecure , where all the work was undertaken by the auditor's deputies. In the 1780s, the Commissioners for Examining the Public Accounts were not "able to discover ... any solid Advantage derived to
11430-403: The offices extremely profitable. In 1703, the office had a salary of £300, but the fees were worth at least £700 more. Its value is demonstrated by the need to pay £7,000 compensation to John Stuart, Lord Mount Stuart when the office was abolished in 1784. Until the end of the 17th century, auditors were appointed for life by letters patent . During the 17th century reversionary grants of
11557-479: The open market at a price that allowed anyone with advance knowledge to buy and resell in the immediate future at a high profit, for as soon as the scheme became publicised the bonds would once again be worth at least their nominal value, as repayment was now more certain a prospect. This anticipation of gain made it possible for Harley to bring further financial supporters into the scheme, such as James Bateman and Theodore Janssen . Daniel Defoe commented: Unless
11684-465: The person of somebody who is really the directing mind and will of the corporation, the very ego and centre of the personality of the corporation. This 'directing will' is embodied in a corporate Board of Directors. The legal personality has two economic implications. It grants creditors (as opposed to shareholders or employees) priority over the corporate assets upon liquidation. Second, corporate assets cannot be withdrawn by its shareholders, and assets of
11811-426: The profits represented by the dividend have already been taxed. The company profit being passed on is thus effectively taxed only at the rate of tax paid by the eventual recipient of the dividend. In other systems, dividends are taxed at a lower rate than other income (for example, in the US), or shareholders are taxed directly on the corporation's profits, while dividends are not taxed (for example, S corporations in
11938-414: The prospect of all existing creditors being repaid the full nominal value of their loans, which at the time before the scheme was publicised were valued at a discounted rate of £55 per £100 nominal value, as the lotteries were discredited and the government's ability to repay in full was widely doubted. Thus bonds representing the debt intended to be consolidated under the scheme were available for purchase on
12065-417: The public limited company is called akciová společnost ( a.s. ) and its private counterpart is called společnost s ručením omezeným ( s.r.o. ). Their Slovak equivalents are called akciová spoločnosť ( a.s. ) and spoločnosť s ručením obmedzeným ( s.r.o. ). Germany , Austria , Switzerland and Liechtenstein recognize two forms of company limited by shares:
12192-407: The same amount to the company for all the fixed-term repayable debt as it had been paying before, but after seven years the 5% interest rate would fall to 4% on both the new annuity debt and also that assumed previously. After the first year, the company was to give the government £3 million in four quarterly installments. New stock would be created at a face value equal to the debt, but the share price
12319-452: The scheme knew that there was no money to invest in a trading venture, and no realistic expectation that there would ever be a trade to exploit, but nevertheless the potential for great wealth was widely publicised at every opportunity, so as to encourage interest in the scheme. The objective for the founders was to create a company that they could use to become wealthy and that offered scope for further government deals. The royal charter for
12446-513: The scheme was proposed: from £128 in January 1720, to £175 in February, £330 in March and, following the scheme's acceptance, £550 at the end of May. What may have supported the company's high multiples (its P/E ratio ) was a fund of credit (known to the market) of £70 million available for commercial expansion which had been made available through substantial support, apparently, by Parliament and
12573-416: The share price: the company would lend people money to buy its shares. As a result, many shareholders could not pay for their shares except by selling them. Joint-stock company In modern-day corporate law , the existence of a joint-stock company is often synonymous with incorporation (possession of legal personality separate from shareholders) and limited liability (shareholders are liable for
12700-503: The start of the contract. The Asiento was granted in the name of Queen Anne and then contracted to the company. By July the company had arranged contracts with the Royal African Company to supply the necessary African slaves to Jamaica. Ten pounds was paid for a slave aged over 16, £8 for one under 16 but over 10. Two-thirds were to be male, and 90% adult. The company trans-shipped 1,230 slaves from Jamaica to America in
12827-410: The system encouraged abuses. The officers accounting frequently had large sums of money in hand, which they were able to invest until it needed to be spent. Thus a person no longer in office, but with a balance in hand had no incentive to pay it back in to the Exchequer. Furthermore, an ancient statute (51 Hen. 3. c. 5) required that accounts should be cleared in order. This meant that work on auditing
12954-484: The timings of national debt consolidations to make large profits from purchasing debt in advance. Huge bribes were given to politicians to support the Acts of Parliament necessary for the scheme. Company money was used to deal in its own shares, and selected individuals purchasing shares were given cash loans backed by those same shares to spend on purchasing more shares. The expectation of profits from trade with South America
13081-428: The value of their individual investments varied considerably, as much as eightfold. Likewise, each party's share of the profits varied greatly, evidently in proportion to its overall share in the total investment. While social and family ties may have shaped the circle of potential coinvestors, they affected little, if at all, an investor's eventual share of the profits, or losses. Finding the earliest joint-stock company
13208-445: The year was out. This triggered bankruptcies amongst those who had bought on credit, and increased sales, including short selling (i.e., selling borrowed shares in the hope of buying them back at a profit if the price fell). Also, in August 1720, the first of the installment payments of the first and second money subscriptions on new issues of South Sea stock were due. Earlier in the year John Blunt had come up with an idea to prop up
13335-557: Was a distinct success from the government's perspective, and they sought to repeat it. Negotiations took place between Aislabie and Craggs for the government and Blunt, Cashier Knight and his assistant and Caswell. Janssen, the Sub Governor and Deputy Governor were also consulted but negotiations remained secret from most of the company. News from France was of fortunes being made investing in Law's bank, whose shares had risen sharply. Money
13462-456: Was a significant part of the company's work, and that it was carried out to the standards of the day. Its trading activities therefore offered a financial motivation for investment in the company. The company was heavily dependent on the goodwill of government; when the government changed, so too did the company board. In 1714 one of the directors who had been sponsored by Harley, Arthur Moore, had attempted to send 60 tons of private goods on board
13589-476: Was an unofficial bank. Sales commenced on 3 March 1711 and tickets had completely sold out by 7 March, making it the first truly successful English state lottery. The success was shortly followed by another larger lottery, "The Two Million Adventure" or "The Classis", with tickets costing £100, with a top prize of £20,000 and every ticket winning a prize of at least £10. Although prizes were advertised by their total value, they were in fact paid out by installments in
13716-498: Was appointed Chancellor of the Exchequer , the government had already become reliant on the Bank of England , a privately owned company chartered 16 years previously, which had obtained a monopoly as the lender to the government. The government had become dissatisfied with the service it was receiving and Harley was actively seeking new ways to improve the national finances. A new parliament met in November 1710 resolved to attend to
13843-414: Was at war. At that time, when the continent of America was being explored and colonized, Europeans applied the term "South Seas" only to South America and surrounding waters. The concession both held out the potential for future profits and encouraged a desire for an end to the war, necessary if any profits were to be made. The original suggestion for the South Sea scheme came from William Paterson , one of
13970-408: Was carried out sometimes by auditors specially appointed, at other times by the auditors of the land revenue, or by the auditor of the exchequer, an office established as early as 1314. But in 1559 an endeavour was made to systematize the auditing of the public accounts, by the appointment of two auditors of the imprests. Substantial sums of money had to be issued to officers such as the Treasurer of
14097-477: Was charged on each slave (although for this purpose some slaves might be counted only as a fraction of a slave, depending on quality). One of the extra trade ships was sent to Cartagena in 1714 carrying woollen goods, despite warnings that there was no market for them there, and they remained unsold for two years. It has been estimated that the company transported a little over 34,000 slaves with mortality losses comparable to its competitors, showing that slave trading
14224-538: Was elected as Governor of the company. The new King George I and the Prince of Wales both had large holdings in the company, as did some prominent Whig politicians, including James Craggs the Elder , the Earl of Halifax and Sir Joseph Jekyll. James Craggs, as Postmaster General, was responsible for intercepting mail on behalf of the government to obtain political and financial information. All Tory politicians were removed from
14351-484: Was estimated as £64.4 million. On 21 January the plan was presented to the board of the South Sea Company, and on 22 January Chancellor of the Exchequer John Aislabie presented it to Parliament. The House was stunned into silence, but on recovering proposed that the Bank of England should be invited to make a better offer. In response, the South Sea increased its cash payment to £3.5 million, while
14478-785: Was granted a monopoly (the Asiento de Negros ) to supply African slaves to the islands in the " South Seas " and South America . When the company was created, Britain was involved in the War of the Spanish Succession and Spain and Portugal controlled most of South America. There was thus no realistic prospect that trade would take place, and as it turned out, the Company never realised any significant profit from its monopoly. However, Company stock rose greatly in value as it expanded its operations dealing in government debt, and peaked in 1720 before suddenly collapsing to little above its original flotation price. The notorious economic bubble thus created, which ruined thousands of investors, became known as
14605-563: Was granted in 1555. The most notable joint-stock company from the British Isles was the East India Company , which was granted a royal charter by Queen Elizabeth I on December 31, 1600 with the intention of establishing trade on the Indian subcontinent . The charter effectively granted the newly formed Honourable East India Company a fifteen-year monopoly on all English trade in the East Indies . Soon afterwards, in 1602,
14732-517: Was moving around Europe, and other flotations threatened to soak up available capital (two insurance schemes in December 1719 each sought to raise £3 million). Plans were made for a new scheme to take over most of the unconsolidated national debt of Britain (£30,981,712) in exchange for company shares. Annuities were valued as a lump sum necessary to produce the annual income over the original term at an assumed interest of 5%, which favoured those with shorter terms still to run. The government agreed to pay
14859-493: Was much harder to sell and transfer of its ownership was legally much more complex. The government received a cash payment and lower overall interest on the debt. Importantly, it also gained control over when the debt had to be repaid, which was not before seven years but then at its discretion. This avoided the risk that debt might become repayable at some future point just when the government needed to borrow more, and could be forced into paying higher interest rates. The payment to
14986-470: Was one with a fixed set of members who could vote on its proceedings. By contrast, any MP could join in with an 'open' committee and vote on its proceedings.) Stanhope, who was a member of the committee, received £50,000 of the 'resaleable' South Sea stock from Sawbridge, a director of the Hollow Sword, at about this time. Hungerford had previously been expelled from the Commons for accepting a bribe. Amongst
15113-574: Was permitted to open offices in Buenos Aires , Caracas , Cartagena , Havana , Panama , Portobello and Vera Cruz to arrange the Atlantic slave trade . One ship of no more than 500 tons could be sent to one of these places each year (the Navío de Permiso ) with general trade goods. One quarter of the profits were to be reserved for the King of Spain. There was provision for two extra sailings at
15240-676: Was possible by royal charter or private act , and it was limited because of the government's jealous protection of the privileges and advantages thereby granted. As a result of the rapid expansion of capital-intensive enterprises in the course of the Industrial Revolution in Europe and the United States, many businesses came to be operated as unincorporated associations or extended partnerships , with large numbers of members. Nevertheless, membership of such associations
15367-675: Was properly spent, particularly curbing Civil list expenditure. This led to the passing in 1782 of an Act concerning the office of Paymaster-General ( 22 Geo. 3 . c. 81; the Paymaster General Act 1782 ) and a Civil Establishments Act ( 22 Geo. 3 . c. 82; the Civil List and Secret Service Money Act 1782 , also known as Burke's Civil Establishment Act), the latter abolishing 134 sinecures in the Royal Household. The following year acts required balances to be deposited in
15494-528: Was provided by a private consortium of Edward Gibbon (grandfather of the historian ), George Caswall , and Hoare's Bank . The Bank of England had been operating a lottery on behalf of the government, but in 1710 this had produced less revenue than expected and another begun in 1711 was also performing poorly; Harley granted the authority to sell tickets to John Blunt , a director of the Hollow Sword Blade Company , which despite its name
15621-417: Was still rising and sales of the remaining stock, i.e. the excess of the total market value of the stock over the amount of the debt, would be used to raise the government fee plus a profit for the company. The more the price rose in advance of conversion, the more the company would make. Before the scheme, payments were costing the government £1.5 million per year. In summary, the total government debt in 1719
15748-487: Was talked up to encourage the public to purchase shares, but the bubble prices reached far beyond what the actual profits of the business (namely the slave trade) could justify. A parliamentary inquiry was held after the bursting of the bubble to discover its causes. A number of politicians were disgraced, and people found to have profited immorally from the company had personal assets confiscated proportionate to their gains (most had already been rich and remained so). Finally,
15875-399: Was usually for a short term so their nature was constantly changing. Consequently, registration and incorporation of companies, without specific legislation, was introduced by the Joint Stock Companies Act 1844 . Initially, companies incorporated under this Act did not have limited liability, but it became common for companies to include a limited liability clause in their internal rules. In
16002-543: Was voluntary, amounting to £2.5 million new stock if all converted. The company was to make an additional new loan to the government pro rata up to £750,000, again at 5%. In March there was an abortive attempt to restore the Old Pretender, James Edward Stuart , to the throne of Britain, with a small landing of troops in Scotland. They were defeated at the Battle of Glen Shiel on 10 June. The South Sea company presented
16129-414: Was £50 million: The purpose of this conversion was similar to the old one: debt holders and annuitants might receive less return in total, but an illiquid investment was transformed into shares that could be readily traded. Shares backed by national debt were considered a safe investment and a convenient way to hold and move money, far easier and safer than metal coins. The only alternative safe asset, land,
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