A public limited company (abbreviation of the German, Austrian, Liechtenstein, Swiss and Belgian Legal form : AG , in the French- and Italian-speaking Switzerland SA ; other abbreviations countries see below ) is a private law association and by the company law regulated. This is a corporation whose share capital is divided into shares .
The stock corporation is a form of company that usually has the operation of a company as its object. It is a typical form of business enterprise with large capital requirements. In the case of the stock corporation, the corporate conception, the objective aimed at amalgamation and asset accumulation, is most clearly shown. The stock corporation is characterized in particular by the following characteristics:
- It is a legal person or a corporation , i.e. a legal entity based on membership, but as an association having an independent legal capacity, which itself acts as a bearer of rights and obligations and can sue and be sued in court .
- It is a corporation , i.e. based on a certain share capital in such a way that the liability of the members, i.e. the shareholders , is limited to this capital.
- The share capital is divided into shares . These are seldom evidenced in share certificates today. Listed AGs in Germany, for example, often only certify their shares in a global certificate that is deposited with Clearstream .
- As a rule, the shares are transferable ( fungible ). However, it is not one of the essential characteristics of a stock corporation that the shares are traded on a stock exchange.
The stock corporation usually unites a large number of (often passive) shareholders who have invested their capital in the company in order to receive dividends from the income generated by the company . As a rule, shareholders exercise their membership rights at shareholders' meetings by exercising their voting rights. However, the company's business is managed by special bodies .
- Stock corporations can raise new capital more easily by issuing new shares or by issuing bonds than is the case with many other forms of business , especially if the company is traded on the stock exchange. That is why the stock corporation is the corporate form of choice for large companies , but also for companies that are growing rapidly, for example in new branches of the economy.
- The existence of the company becomes independent of its owners , in contrast to a sole proprietorship or OHG that is dependent on its owner . This makes existence more permanent.
- Especially in the case of listed companies or employee participations, there is the possibility that small investors also participate and thus participate in the company's success. If the company fails, there is a risk of total loss of the capital invested, but there is usually no additional payment obligation .
The Swiss stock corporation
The legal basis for the stock corporation is dealt with in the Swiss Code of Obligations in Articles 620 to 771.
To found an AG you need a share capital of at least CHF 100,000 (Code of Obligations Art 621), whereby at least 20% or in any case at least CHF 50,000 in the form of cash or contributions in kind (qualified formation) must be available immediately (Code of Obligations Art 632). The missing part of the share capital must be accounted for as unpaid share capital , although this is only possible for registered shares.
The name of the company (referred to as the company) must be unique in Switzerland (Code of Obligations Art 951). The legal form (AG) must be specified in the company (Code of Obligations Art 950).
The first forerunners of the principle of share-sharing can already be found at the time of the Roman Empire , when various traders came together to finance expensive trade trips (capital associations). At that time, however, these financial alliances only existed until the end of the trade trip and did not go beyond it.
In the 14th and 15th centuries, ore mining and processing companies joined forces in Prussia , as in today's Styria , in order to jointly finance the expensive underground companies in the long term. For example, in 1415 in Leoben and soon in the entire German-speaking area, cooperatives ( trade unions ) were founded, which were financed by shares, so-called Kuxe . These Kuxe were initially only issued and traded by industrial partners, but later also to non-industry merchants, nobility and monasteries, and their value rose and fell.
In 1407 the St. Georgsbank ( Banco di San Giorgio ) was founded in Genoa , which is often referred to as the first “real” joint-stock company.
The first company organized as a modern joint-stock company was the Dutch East India Company ( Vereenigde Oostindische Compagnie ; abbreviated: VOC or VOC) , founded in 1602, or company (Compagnie).
Company forms from the pre-industrial era can often be characterized according to the type of production or working method - a general distinction is made between craft , publishing and manufacturing . With the onset of industrialization , the need for capital also increased in the German-speaking area. As a source of money for large investments, the limited partnership for shares and the stock corporation came up.
The establishment of stock corporations has been regulated since 1807 according to the code de commerce applicable in the Rhineland . In 1815, the provisions for the société anonyme from French law were incorporated into the Rhenish Commercial Code. In order to obtain permission to set up a stock corporation, proof of non-profit status was required , as in the Kingdom of Prussia .
As a result, in the 20s and 30s of the 19th century, stock corporations were primarily only found in road construction, in the shipping and insurance industries. In Prussia, only fifteen joint-stock companies were established between 1801 and 1831 (excluding railways and highways ). Before 1843, applications had only been made for 41 joint stock companies (excluding railways and highways) in the Rhine Province .
On January 1, 2016, 15,453 stock corporations were registered in German commercial registers.
The joint stock company in different countries
In all German-speaking countries there is the legal form of a stock corporation (see Aktiengesellschaft (Germany) , Aktiengesellschaft (Austria) , Aktiengesellschaft (Switzerland) , Aktiengesellschaft (Belgium) ). There are also mixed forms, for example the limited partnership (Switzerland) and the limited partnership based on shares (Germany). In the course of further harmonization efforts was on European legal basis with the European Company created (lat. Societas Europaea, SE) an equivalent type of company.
For the details of the public companies in the different countries, see the following country-specific articles:
|Uždaroji akcinė bendrovė||UAB||Lithuania||"Closed stock corporation" corresponds to the GmbH|
|Anonimi etairia (Ανώνυμη Εταιρεία)||Α.Ε. / ΑΕ (ΑΕ)||Greece|
|Akcionerno družestwo (Акционерно дружество)||AD / EAD (АД)||Bulgaria|
|Akcionersko društvo (Акционерско друштво)||AD (АД)||North Macedonia|
|Akcionarsko društvo (Акционарско друштво)||AD (А.Д.)||Serbia|
|Akcionarsko društvo (Акционарско друштво)||AD (А.Д.)||Montenegro|
|Public company, Société Anonyme, Società Anonima||AG, SA||Switzerland|
|Joint stock company, Naamloze vennootschap, Société anonyme||AG, NV, SA||Belgium|
|Bahrain Shareholding Company||BSC||Bahrain||Distinction: public (public) or closed (Closed) Aktiengesellschaft|
|Gǔfèn Gōngsī ( 股份 公司 )||-||People's Republic of China|
|Gǔfèn Yǒuxiàn Gōngsī ( 股份有限公司 )||-||Taiwan||also in the People's Republic of China|
|Dioničko društvo||dd||Bosnia Herzegovina|
|Aksjeselskap||A / S or AS||Norway|
|Aktieselskab||A / S (⅍)||Denmark|
|Akciová společnost||as||Czech Republic|
|Vidkryte Akcionerne Tovarystvo (Відкрите акціонерне товариство)||BAT (ВАТ)||Ukraine|
|Akcionerne Tovarystvo (Акціонерне Товариство)||AT (АТ)||Ukraine|
|Berhad||Bhd.||Malaysia||also: Sendirian Berhad , which corresponds to the British Private Limited|
|Kabushiki kaisha (株式会社)||KK (㏍)||Japan||The most common type of company in Japan; often translated into English as Corporation (Corp.), Company, Limited (Co., Ltd.), or Company, Incorporated (Co., Inc.)|
|Limited Company / Limitée||Ltd./Ltée||Canada|
|Incorporated Company / Incorporée||Inc.||Canada|
|Société par actions de régime fédéral||SARF||Canada|
|Public Limited Company||plc||United Kingdom||PLC = public limited company Public stock corporation whose shares z. B. may be traded on the stock exchange|
|Corporation||Corp., Inc.||United States|
|Limited Company||LTD||New Zealand|
|Limited Company / Teoranta||Ltd./Teo.||Ireland|
|(Julkinen) osakeyhtiö||OY (OYJ)||Finland|
|Private Joint Stock Company||PJS||United Arab Emirates|
|Public Joint Stock Company||PJSC||United Arab Emirates|
Publitschnoje Akzionernoje Obschtschestvo
(Публичное акционерное общество)
|PAO (ПАО)||Russia||Public joint-stock company, formerly Otkrytoje Akzionernoje Obschtschestvo , OAO
(Открытое акционерное общество, ОАО)
Nepublitschnoje Akzionernoje Obschtschestvo
(Непубличное акционерное общество)
|AO (АО)||Russia||Non-public joint-stock company, formerly Sakrytoje Akzionernoje Obschtschestwo , SAO or Engl. ZAO
(Закрытое акционерное общество, ЗАО)
|Nyilvánosan működő részvénytársaság||Nyrt.||Hungary||Public corporation whose shares z. B. may be traded on the stock exchange|
|Zártkörűen működő részvénytársaság||Zrt.||Hungary||Private ("closed") stock corporation , corresponds to the small stock corporation|
|Sociedad Anónima de Capital Variable||SA de CV||Mexico|
|Société Anonyme||Sat / Sat||France|
|Société Anonyme||Sat / Sat||Luxembourg|
|Société par actions simplifiée||SAS / SAS||France||simplified joint-stock company|
|Società per azioni||Spa||Italy|
|Societate pe Acțiuni||SA||Romania|
|Societas Europaea||SE||EU / EEA|
|Sherkat-e Sahamiye Khass||SSK||IR Iran|
|Jusik Hoesa (주식회사 or 株式會社)||Co. Ltd./Corp./Ltd.||South Korea||comparable to United States corporate law|
|Hlutafélag||hf., h / f, hf||Iceland|
|Private Company||Israel||1–50 shareholders, company addition Limited or Ltd. with limitation of liability|
|Public Company||Israel||at least 7 shareholders, company addition Limited or Ltd. with limitation of liability|
- Ek, R., Hoyenberg v., Ph., Aktiengesellschaft , 2nd edition, Munich 2006
- Andreas Fleckner: Ancient capital associations. A contribution to the conceptual and historical foundations of the stock corporation , Böhlau Verlag, Cologne 2010 ISBN 978-3-412-20474-7
- Theisen, MR, Wenz, M., Aktiengesellschaft , 2nd edition, Stuttgart 2005
- ↑ Walther Hadding, Erik Kießling: Beginnings of German stock corporation law: The Prussian stock corporation law of 1843 , in: Jörn Eckert (ed.): The practical benefit of legal history . CF Müller, Heidelberg 2001, pp. 159–190, here p. 161.
- ↑ Wolfgang Reinhard : History of European Expansion, Volume 1, The old world until 1818 . Kohlhammer, Stuttgart [a. a.] 1983, p. 114 f.
- ↑ Hans Pohl : On the development of the forms of operational and corporate organization, especially large-scale organization in relation to personally managed business . In: Economy, Business, Credit System, Social Problems - Selected Articles Part 1 - VSWG supplements 178.1 . Franz Steiner, Stuttgart 2005, ISBN 3-515-08583-1 , pp. 537 .
- ↑ Hans Pohl : On the development of the forms of operational and corporate organization, especially large-scale organization in relation to personally managed business . In: Economy, Business, Credit System, Social Problems - Selected Articles Part 1 - VSWG supplements 178.1 . Franz Steiner, Stuttgart 2005, ISBN 3-515-08583-1 , pp. 547 .
- ↑ Hans Pohl : On the development of the forms of operational and corporate organization, especially large-scale organization in relation to personally managed business . In: Economy, Business, Credit System, Social Problems - Selected Articles Part 1 - VSWG supplements 178.1 . Franz Steiner, Stuttgart 2005, ISBN 3-515-08583-1 , pp. 559 .
- ↑ a b c Hans Pohl : On the development of the forms of operational and corporate organization, especially large-scale organization in relation to personally managed business . In: Economy, Business, Credit System, Social Problems - Selected Articles Part 1 - VSWG supplements 178.1 . Franz Steiner, Stuttgart 2005, ISBN 3-515-08583-1 , pp. 561 .
- ^ Rüdiger von Rosen : The development of the share - mirror of the century . (No longer available online.) Formerly in the original ; Retrieved March 11, 2013 . ( Page no longer available , search in web archives ) Info: The link was automatically marked as defective. Please check the link according to the instructions and then remove this notice.
- ^ Horst Thieme: Statistical materials on the licensing of stock corporations in Prussia until 1867 . (PDF; 1.5 MB) Retrieved on March 11, 2013 ( University of Cologne , p. 286 f. See tables).
- ^ Udo Kornblum: Nationwide legal facts on company and company law . GmbHR 2016, 691, 692 (as of January 1, 2016).
- ↑ The same-looking abbreviations in brackets are the Cyrillic or Greek characters.
- ↑ FAZ of February 21, 2011, page 24: Source criticism instead of source theft.