Each country in the world has its own set of laws on business associations. Although there are just under 200 states in the world, there are even more company laws. One country, the United States of America, has 50 company laws within its territory (one for each State in the Union) plus the law of the District of Columbia (http://www.citmedialaw.org/legal-guide/forming-corporation-district-columbia ) In addition, there is also US Federal law which affects companies on certain matters, such as securities law (i.e. the sale of stocks and shares) and corporate governance. The USA also has a Model Business Corporations Act. It is now fairly obvious that the number of company laws in the world is large and that no single course of study could hope to cover these laws in any detail. Indeed, this task will not be attempted. Instead, the course will take a comparative approach to company law. We shall survey selectively the company laws of various countries on particular issues and shall use the law of business associations in the UK as a focal point of that comparative study.
Overview of comparative company laws using legal traditions as a classification
Common law systems v civil law systems
Civil law – the term “company” includes partnership as well as corporations
Reduced to its most basic level there are really only two basic units of business that dominate commerce. These are commercial partnerships (of different kinds), and companies (of different kinds). In the Civil Law systems the main business form is the company (known as “société ” in French and “Gesellschaft ” in German). In the civil law tradition the general commercial partnership (société en nom collectif [SNC] or offene Handelsgesellschaft [oHG]) is an association of two or more persons organised to carry out a business. Who can be a partner?
In France and Germany corporations as legal person can enter into partnership with others. In Switzerland,...
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