Re: Non-limited Business Question

by **assassin** Fri Sep 22, 2017 1:57 am

iamani, the term incorporated is an Americanism.

by Guest Fri Sep 22, 2017 2:27 am

Hi assassin

British, American - both incorporate companies, don't they? What is the British term?

Cheers!

by **LionsShare** Fri Sep 22, 2017 9:55 am

iamani wrote:Hi guys

What gets me is the apparent incongruity between the terms 'corporation' and 'incorporated'.

Hi iamani,

My comprehension of incorporated: when a company is 1st registered (the name of the company or corporation - I thought company or corporation its the same thing? in the US you may see "some name INC" - this is the company name - the name of the corporation? Here "Whatever Limited" - this is the company name - the name of the corporation? ) the "status" has to be established - either incorporated or not, which is limited or not - I know this has been somewhat established or implied already.

iamani wrote:An unlimited company appears to be intended to be somewhat secretive ie 'private', a gain apparently worth giving up the shield of limited status. The Crown Corp. is of unltd. status and Is privately owned. It doesn't have to make its accounts public yet the term unlimited implies accountability.

Odd.

Depending on what the company is - certainly council, coppers etc. this definatly fits your model but more general unlimited company am not too sure they are too private (possibly to joe public) as they I know they do have to account to the revenue, unlike in Switzerland where they have thier own Trust Companies & things ARE private.

iamani wrote:Even though a non-limited company is termed as 'privately owned' it can still be a subsidiary company of a limited company. That's odd too.

From what I have seen from studying over the years companies can be bought out, the previous owners still in place running the company but the parent company essentially taking some of the profits. This could start to possibly fall in the realm of a holding company? A water company in the Midlands have acquired other businesses & at least 1 I know of still trades under its company name with the last time I last researched the same company directors were still in place (granted this was several months ago - things could have changed by now).

I know I am somewhat repeating or rehashing some of what has already been stated here but just thought would try to emphasise somethings others might not comprehend. No offense meant.

by Guest Fri Sep 22, 2017 11:18 am

LionsShare

None taken brother - what you've posted i find helpful. i may be aware of more in some areas than you but vice versa applies too, you're ahead of me in others.

i - rightly or wrongly - thought 'privately owned' meant a company was independent of outside backers, but it must be more complicated than that and i need to look deeper.

Funny you mentioning trusts, as i suspect they'll be playing a role in non-limiteds. i've only just started on trusts but it would appear the court of chancery was pretty much created to deal with trusts, as common-law couldn't (what with trusts being somewhat un-lawful).

But that's just an opinion....

Cheers!

by **LionsShare** Fri Sep 22, 2017 12:41 pm

Iamani,

Swiss Trust Companies from my research a while back (posting on the old goodf), you can put anything tangible - houses, cars, pension, savings etc. as you would into any trust. Also you can have your own “family bank” & full access to swift, bank/credit cards – the full “Monty”. Protect & future proof yourself as far as…

Above all PRIVACY from prying eyes keeping your accounts very “hush hush”. Even to a large extent from I think the Swiss revenue (would NOT normally thought though - this is due to the strict banking laws).

Ironically the Swiss don’t recognise Trusts in the same way or at all as say UK, US etc. do. Think of a Swiss Trust Company as a normal company both being holding & normal trading.

by Guest Fri Sep 22, 2017 12:52 pm

Hi LionsShare

Thanks for that. i depend mostly on what my subconscious tells me (or tries to!) and so make most of my connections via context. i'm grateful that you guys share so much.

Cheers!

by **assassin** Fri Sep 22, 2017 4:18 pm

Corporations and incorporated companies are the same thing, the term incorporated or inc is an American term for corporation, it gives a company free range to limit its liability and to act as "the legal person" in its dealings such as bringing claims or actions, it also dissaociates between the company (corp) and its corporate officers. Therefore a company can bring an action as a "legal person" and in its own right, while totally disassociating itself and liability from its corporate officers.

This means that a company called ABC can bring a claim or take action in its own right, therefore in any claim you will see that the company name is used solely, such as an action by ABC v XYZ and the company as legally defined accepts the benefit and the liability if they lose, and not the corporate officers.

This also works with contracts, if you go to your local jobcentre you will sign a contract called the jobseekers agreement with the DWP and that contract is between you and the DWP solely, and it is not a contract between you and the DWP corporate officers, so basically they can absolve themselves of legal and corporate responsibility for most things.

by **assassin** Fri Sep 22, 2017 4:31 pm

As Lionshare has pointed out, privacy is another key element, in many countries they are only accountable to the body known in the UK as HMRC and nobody else and this does give them total secrecy and this is key to accountability, basically they have none so publicly funded organisations dont have to account to the public in how they spend public money. This goes further: they dont have to disclose salaries or wages of employees, they dont have to disclose bonuses or other perks such as company cars or even the huge expense accounts many of them have.

Company buyouts are common and what Lionshare has stated in only partially true, when a company is bought out they can use executive directors and non executive directors, with a buyout the purchasing company puts in place a "holding board" of executive directors, and these are a "majority shareholding board" who can vote with a majority against other shareholders on any proposal to win any vote and steer the company in whichever direction the owners want. Non executive direstors actually do little to influence anything and they are merely window dressing for a company to show things in paperwork, in reality a non exec director is there to attend one annual general meeting which they have to by UK law, and they can be paid a huge fee for doing just that, they can also claim under tax rules for directors and screw the public even more.

by **LionsShare** Fri Sep 22, 2017 4:51 pm

Thanks assassin I stand corrected. Was only writing from research have carried out. You evidently comprehend more than me.

by Guest Fri Sep 22, 2017 5:52 pm

Hi guys

assassin - thanks fella. So a non-executive director is basically a pretend job, perhaps a way of paying off bribery debts?

If corporation and incorporated are terms from different countries to mean 'limited', does it follow then that we are not confined to the British definition of 'corporation' that Tiggy was kind enough to give us? Or do you think T.H.E.Y. use both definitions to confound us?

Also i'm a bit confused about how a 'private' company can be bought out by a non-private entity and yet remain 'private'?

When we say, for example, that we sign an agreement with the DWP, and that the corporate officers are not liable - hasn't that now changed due to Muto Proprio? i'm almost certain that's why they introduced that Act (that we all had high hopes for) in 2015.

Cheers!

by Phillpots Fri Sep 22, 2017 5:57 pm

Hi guys

This is all good stuf and very thought provoking. The one thing bothering me is to become a NLB you still need to register. So I assume you would register with through our government. So can I safely assume our government must hold all the registration forms with the original signatures and everytime there is a change of CEO they will hold that as well. Why can't this information be seen? Can we ask for it to be seen? Why such secrecy? I have said this before, investigate NLB and all you do is hit a brick wall. So as much info as possible on NLB's is key.

by Guest Fri Sep 22, 2017 6:16 pm

Hi Phillpots

Yes, i think you're right - it is key, or a large part of it. Interesting too.

i used to enjoy U.S. sitcoms, one of which had a character with a high-flying executive job, and a running gag was his friends asking him occasionally what he did in the Wall St. type firm, which he would brush off with the same reply each time - he'd say 'please' and change the subject.

Turns out 'please' was an acronym for his job description - Public Liability Executive Accepting Surety Entirely (or similar, i forget).

Is that a non-executive director, i wonder, and is that why they have to have one at the AGM?

Hmmmm.....

Cheers!

by Phillpots Fri Sep 22, 2017 6:21 pm

Hmmmm..... Indeed

I certainly need to think harder about this and I will.

Thanks iamani

by **assassin** Sat Sep 23, 2017 1:40 am

Lions Share, you are not wrong, merely basing your information biased to American corporations or incorporates, and they have different legislation, different tax reduction systems, and different liabilities; state to state. You can go to one state, lets say Arkansas and get a different tax rate and legislation that you would in Nebraksa for example, hence where a lot of confusion arises as here in the UK the legislation is standardised across England and Wales.

I have been a company director and was offered the same at my present company and refused it, not for me.

assassin - thanks fella. So a non-executive director is basically a pretend job, perhaps a way of paying off bribery debts?

If corporation and incorporated are terms from different countries to mean 'limited', does it follow then that we are not confined to the British definition of 'corporation' that Tiggy was kind enough to give us? Or do you think T.H.E.Y. use both definitions to confound us?

Yes, that is one way of putting it iamani, a non exec means they get paid for nothing, they have to attend a general meeting annually and get paid a lot for doing so. Basically, if one company buys out another they add a codicil or clause into the contract so a previous director becomes a non exec director for a fixed period and receives a substantial income and they still have the value of his/her name for the new company, and the former director still has a job with their substantial income, you never see them at the Jobcentre do you.

Phillpots; think about it for a minute, if you are an employee of a company then the company registers you with various Government organisations, you pay tax and NI so straight away you are registered with HMRC, if you have to have something such as a CSCS card for site work you are registered with CSCS, so either way you are registered.

by Phillpots Sat Sep 23, 2017 9:24 am

What then about certificates. When registered are NLB given a certificate? I do believe in America they are issued with a certificate of incorporation and the certificate is signed and dated. Is it the same here in UK?

by **assassin** Sat Sep 23, 2017 7:15 pm

Basically yes, you get the certificate of REGISTRATION.

by Phillpots Sat Sep 23, 2017 7:36 pm

This might be the dumbest question ever. Who holds these certificates? So I might as well answer myself, OUR GOVERNMENT HOLDS THEM OR IS AT SOME AGENCY. Would love to find out the names on the first certificates. How the hell do you or I do that?

by **LionsShare** Mon Sep 25, 2017 11:23 am

assassin wrote:Lions Share, you are not wrong, merely basing your information biased to American corporations or incorporates, and they have different legislation, different tax reduction systems, and different liabilities; state to state. You can go to one state, lets say Arkansas and get a different tax rate and legislation that you would in Nebraksa for example, hence where a lot of confusion arises as here in the UK the legislation is standardised across England and Wales.

Hi,

I have not actually based my research on US or actually referenced US "law" here. The only mention I have made over US is:

"My comprehension of incorporated: when a company is 1st registered (the name of the company or corporation - I thought company or corporation its the same thing? in the US you may see "some name INC" - this is the company name - the name of the corporation? Here "Whatever Limited" - this is the company name - the name of the corporation? )"

From my research, am to a small point well aware of certain things & thought by posting would try to help others as far as...

by Sponsored content