Corporate Disclosure and Financial Statements: a Brief History

This essay will explain the concepts of separate personality and limited liability and their significance in company law. The principle of separate personality is defined in the Companies Act 2006(CA) ; “subscribers to the memorandum, together with such other persons as may from time to time become members of the company are a body corporate by the name contained in memorandum.” This essentially means that a company is a separate legal personality to its members and therefore can itself be sued and enter into contracts. This theory was birthed into company law through the case of Salomon v Salomon and Co LTD 1872. This case involved a company entering liquidation and the unsecured creditors not being able to claim assets to compensate them. The issue in this case was whether Mr Salomon owed the money or the company did. In the end, the House of Lords held that the company was not an agent of Mr Salomon and so the debts were that of the company thus creating the “corporate Veil” .

Constitutional provisions mandating general incorporation laws became widespread in the north in the 1840s and spread through the rest of the country in the 1870s, one of the most famous general incorporation laws, the New York Free Banking law of 1838. The New York case provides a fascinating example of how states solved the problem of corruption and corporations. General incorporation laws made corporate charters available to everyone who met minimum requirements through an administrative procedure. In contrast, special incorporation required an act of the state legislature. Special and general incorporation will be discussed in detail later. Special and general incorporation are representative of the more general process of special and general

Limited liability: the liability of investors is limited to their personal investments in the corporation.

Limited Company – Organisations set up to run your business. They must adhere to legislation such as The Companies Act 2006. This act sets out duties the appointed director holds. For example, to ‘act within your power as a company director’. These businesses need to be registered with Companies House and must submit any important

The most important thing to any company’s stakeholders is high-quality reporting of its financial statements. Investors, for instance, need to know the truth about a company in order to make an informed decision on whether to make private investment, buy stock or bonds. However, for stakeholders to get the truth about a company, they need to read and understand management’s discussion and analysis, the president’s letter, the notes, as well as the financial statements. Conversely, financial statements must be accompanied with disclosures to prevent them from misleading the stakeholders.

The running and operation of businesses poses the risks of loss and liability in the case of tort negligence or breach of contract. However, the business legal structure of a given organization greatly determines the risk of exposure to personal liability (Bevans, 2006). The paper investigates and compares the risk of exposure to personal liability in five business entities and explores how the risk can be mitigated. Business personal liability risk is classified as limited and unlimited. In unlimited liability, the personal assets in addition to business assets can be seized (Hillman & Loewenstein, 2015). Limited liability as seen in limited partnerships, corporations and limited liability companies significantly reduce the risk of exposure to personal liability. Opening a limited partnership in addition to taking insurance to protect the business offers the best chance of averting the risk for personal liability risk (Schich, 2009).

Parliament may have seen an opportunity for auditors to “cook” the books, which would cause those companies to pay more taxes. During the 19th century you had the rise of the United States, and Great Britain did not want to look weaker than the US. If companies were paying more money in taxes, then Great Britain would be a stronger nation compared to the newly founded United States of America.

There is also the creation of enterprise schemes that allow individuals to start their businesses

The application of AASB 108 helps in identifying the accounting policy or policies that will apply to a particular event when a certain Australian

As discussed earlier in the chapter, one of the primary reasons to organize a business as a corporation or as a limited liability company (LLC) is to protect the personal assets of the principals. As a general rule of corporate law, which has been a part of the U.S. legal system for over two centuries, the principals of a corporation are not personally liable for a corporation’s debts and obligations. In other words, a corporation’s principals are generally immune from personal liability for the decisions they make and the actions they undertake on behalf of a corporation. For example, assume that Corporation A contracts with Corporation B to purchase equipment valued at $500,000. If Corporation A fails to pay Corporation B for the equipment it purchased, the principals of Corporation A are not personally liable to Corporation B. Rather, Corporation A, the party in privity of contract with Corporation B, remains liable for the liability it incurred. A so-called “corporate veil” protects the principals of Corporation A, which insulates them from legal actions taken by Corporation B to

This report considers the significance and implications of the concepts of corporate legal personality, corporate veil and limited liability in the setting of corporate groups. Additionally, there is an attempt to critically explore and evaluate the corporate civil liability of corporate groups, under the circumstances of statutory corporate veil piercing, with specific examination of the legal principles applied by courts to justify such an action to protect creditors.

When a company is incorporated it is treated as a separate legal entity distinct from its promoters, directors, members, and employees, which confers the benefit of not being responsible for the companies debt on the members on the company. However even though a company is a separate legal entity and it attains the advantage of not laying the responsibility of company’s debt on the

(63)” Limited liability is another thing that is not inherently bad. If shareholders were completely held responsible for the debts of a corporation, then nobody would want to invest in any company. Limited liability helps boost the economy by encouraging people to invest money in companies which then make products for consumers to buy. Limited liability can also be used in a bad way such as when the owners of BP were not able to be held accountable for the environmental damage and the loss of 11 lives because they ignored safety regulations to make a bigger profit. The BP oil spill is another example of corporation privatizing profits and socializing cost. BP cut costs by getting around safety regulations on their oil rig. They Saved money and increased their profit by doing this but all of that profit stayed among the BP shareholders, however when the oil rig exploded the shareholders were not forced to pay for the damages and reparations. The public was forced to pay the cost of cleaning up the gulf. The shareholders made a profit by cutting corners, but when it finally caught up with them and disaster struck, they passed the cost of it on to everyone

The Companies Act is established to improve the laws relating to companies and to provide for any sort of related and consequential matters. It came into operation on the 15th April, 1997. It is stated in the act that no society, association or group consisting of more than ten (10) persons can form any trade or business for the purpose of making a profit or rights unless it is incorporated under this act. The incorporation of companies state that one or more persons may incorporate a company, with or without limited liability, by signing and delivering articles of incorporation to the Registrar and otherwise complying with the requirements of this Division and the name of every incorporator shall be entered in the company’s register of members as soon as may be after the company’s registration. In addition to this, no individual who is under the age of eighteen (18) years, mentally ill shall form or join in the formation of a company under this Act. Furthermore, the Articles of Incorporation shall follow the form set out in respect to the proposed company by its proposed name, whether the liability of its members is limited or unlimited and if the liability of its members is limited whether it is limited by shares or by guarantee or by both shares and guarantee. The articles of incorporation that comply with this act, any company can come into existence on the date shown on its certificate of incorporation.

Corporation origin from the Latin word Corpus which means body. It is formed by a group of people and has separate rights and liability from those individual. In any means, corporation exists independently from its owner and this principle is called the doctrine of separate personality. Doctrine of separate personality is the basic and fundamental principle in a Company Law. This principle outline the legal relationship between company and its members. Company’s assets belong to the company not the shareholders as assets are the equity for creditors. Company must use up all its assets to pay off the creditors if it became insolvent. The same applies to the corporation’s debts. For limited liabilities company, the shareholder liability is limited which means that the shareholder is restricted to the number of shares they paid and not personally liable for the corporation’s debts. If the company does not have enough equity to pay off debts, the creditors cannot come after the shareholders. However, limited liability company can be very powerful when in hands who do fraud and on defeating creditors’ claims. Courts then can ignore the doctrine for exception cases and lifting the corporate veil. Lifting the corporate veil is a situation where courts put aside limited liability and hold a corporation’s shareholders or directors personally liable for the corporation’s debts.