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German Company Law
German company law (''Gesellschaftsrecht'') is an influential legal regime for companies in Germany. The primary form of company is the public company or ''Aktiengesellschaft'' (AG). A private company with limited liability is known as a ''Gesellschaft mit beschränkter Haftung'' (GmbH). A partnership is called a ''Kommanditgesellschaft'' (KG). History In Germany, through most of the 19th century the ''Kommanditgesellschaft'' (''société en commandite'' in France) was the typical form of business organisation. A "KG" had at least one member with unlimited liability, but other investors' liability was limited to their contribution. A special concession was not required for setting up this company. The first German public company statute was the Prussian Act of 1794. In 1861 the ''Allgemeines Deutsches Handelsgesetzbuch'' or the General Commercial Code for all of Germany, as well as Austria, was enacted, which devoted a section to joint stock companies. This allowed incorporation wi ...
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Aktiengesellschaft
(; abbreviated AG, ) is a German word for a corporation limited by Share (finance), share ownership (i.e. one which is owned by its shareholders) whose shares may be traded on a stock market. The term is used in Germany, Austria, Switzerland (where it is equivalent to a ''S.A. (corporation), société anonyme'' or a ''società per azioni''), and South Tyrol for companies incorporated there. It is also used in Luxembourg (as lb, Aktiëgesellschaft, label=none, ), although the equivalent French language term ''S.A. (corporation), société anonyme'' is more common. In the United Kingdom, the equivalent term is public limited company, "PLC" and in the United States while the terms Incorporation (business), "incorporated" or "corporation" are typically used, technically the more precise equivalent term is "joint-stock company" (though note for the British term only a minority of public limited companies have their shares listed on stock exchanges). Meaning of the word The German w ...
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US Corporate Law
United States corporate law regulates the governance, finance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance rights, found mostly in the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act. The US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice, regardless of where their headquarters are. Over the 20th century, most major corporations incorporated under the Delaware General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, and developed a specialized court and legal profession. Nevada has done the same. Twenty-four states follow the Model Business Corporation Act, while New York and Calif ...
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UK Company Law
The United Kingdom company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary legal vehicle to organise and run business. Tracing their modern history to the late Industrial Revolution, public companies now employ more people and generate more of wealth in the United Kingdom economy than any other form of organisation. The United Kingdom was the first country to draft modern corporation statutes, where through a simple registration procedure any investors could incorporate, limit liability to their commercial creditors in the event of business insolvency, and where management was delegated to a centralised board of directors. An influential model within Europe, the Commonwealth and as an international standard setter, UK law has always given people broad freedom to design the internal company rules, so long as the mandato ...
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German Contract Law
German contract law is found in the Bürgerliches Gesetzbuch, in both the "Allgemeine Teil" and the chapter on "Schuldrecht". It forms part of the general law of obligations. See also *Abstraktionsprinzip *Drittwirkung Contract A contract is a legally enforceable agreement between two or more parties that creates, defines, and governs mutual rights and obligations between them. A contract typically involves the transfer of goods, services, money, or a promise to tran ... Contract law {{Germany-law-stub ...
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German Law
The law of Germany (german: das Recht Deutschlands), that being the modern German legal system (german: Deutsches Rechtssystem), is a system of civil law which is founded on the principles laid out by the Basic Law for the Federal Republic of Germany, though many of the most important laws, for example most regulations of the civil code ('' Bürgerliches Gesetzbuch'', or BGB) were developed prior to the 1949 constitution. It is composed of public law (''öffentliches Recht''), which regulates the relations between a citizen/person and the state (including criminal law) or two bodies of the state, and the private law, (''Privatrecht'') which regulates the relations between two people or companies. It has been subject to a wide array of influences from Roman law, such as the Corpus Juris Civilis, to Napoleonic law, such as the Napoleonic Code. History German law has been subject to many influences over the centuries. Until Medieval times the Early Germanic Law, derived fr ...
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Mitbestimmungsgesetz 1976
Mitbestimmungsgesetz 1976 or the Codetermination Act 1976 is a German law that requires companies of over 2000 employees to have half the supervisory board of directors as representatives of workers, and just under half the votes. Background From 1922 to 1933, and again from 1951 Germany had had board level codetermination laws, inspired by collective agreements between worker unions and management. The Weimar Constitution 1919 itself said that, “Works and staff are appointed to participate with equal rights together with the company in the regulation of wages and working conditions, as well as in the complete economic development of the producing powers.” The coal and steel industry had required half worker and half shareholder seats on the company supervisory board, but outside these sectors, the Work Constitution Act 1952 merely required one third representation. By 1976, and given the success of worker participation it was decided that this should be raised. The 1976 Act was ...
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Aktiengesetz 1937
(; abbreviated AG, ) is a German word for a corporation limited by share ownership (i.e. one which is owned by its shareholders) whose shares may be traded on a stock market. The term is used in Germany, Austria, Switzerland (where it is equivalent to a ''société anonyme'' or a ''società per azioni''), and South Tyrol for companies incorporated there. It is also used in Luxembourg (as lb, Aktiëgesellschaft, label=none, ), although the equivalent French language term ''société anonyme'' is more common. In the United Kingdom, the equivalent term is "PLC" and in the United States while the terms "incorporated" or "corporation" are typically used, technically the more precise equivalent term is "joint-stock company" (though note for the British term only a minority of public limited companies have their shares listed on stock exchanges). Meaning of the word The German word ''Aktiengesellschaft'' is a compound noun made up of two elements: ''Aktien'' meaning an acting part ...
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Sweden
Sweden, formally the Kingdom of Sweden,The United Nations Group of Experts on Geographical Names states that the country's formal name is the Kingdom of SwedenUNGEGN World Geographical Names, Sweden./ref> is a Nordic country located on the Scandinavian Peninsula in Northern Europe. It borders Norway to the west and north, Finland to the east, and is connected to Denmark in the southwest by a bridgetunnel across the Öresund. At , Sweden is the largest Nordic country, the third-largest country in the European Union, and the fifth-largest country in Europe. The capital and largest city is Stockholm. Sweden has a total population of 10.5 million, and a low population density of , with around 87% of Swedes residing in urban areas in the central and southern half of the country. Sweden has a nature dominated by forests and a large amount of lakes, including some of the largest in Europe. Many long rivers run from the Scandes range through the landscape, primarily ...
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Works Councils
A works council is a shop-floor organization representing workers that functions as a local/firm-level complement to trade unions but is independent of these at least in some countries. Works councils exist with different names in a variety of related forms in a number of European countries, including Britain (''joint consultative committee'' or ''employees’ council''); Germany and Austria (''Betriebsrat''); Luxembourg (''comité mixte'', ''délégation du personnel''); the Netherlands (''Dienstcommissie, :nl:Ondernemingsraad (Nederland), Ondernemingsraad'') and Flanders in Belgium (''ondernemingsraad''); Italy (''comitato aziendale''); France (''comité social et économique''); Wallonia in Belgium (''conseil d'entreprise''), Spain (''comité de empresa'') and Denmark (''Samarbejdsudvalg'' or ''SU''). One of the most commonly examined (and arguably most successful) implementations of this institution is found in Germany. The model is basically as follows: general labour agre ...
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Mitbestimmungsgesetz
Mitbestimmungsgesetz 1976 or the Codetermination Act 1976 is a German law that requires companies of over 2000 employees to have half the supervisory board of directors as representatives of workers, and just under half the votes. Background From 1922 to 1933, and again from 1951 Germany had had board level codetermination laws, inspired by collective agreements between worker unions and management. The Weimar Constitution 1919 itself said that, “Works and staff are appointed to participate with equal rights together with the company in the regulation of wages and working conditions, as well as in the complete economic development of the producing powers.” The coal and steel industry had required half worker and half shareholder seats on the company supervisory board, but outside these sectors, the Work Constitution Act 1952 merely required one third representation. By 1976, and given the success of worker participation it was decided that this should be raised. The 1976 Act was ...
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Gesellschaft Mit Beschränkter Haftung
A ''Gesellschaft mit beschränkter Haftung'' (, abbreviated GmbH and also GesmbH in Austria; ) is a type of legal entity common in Germany, Austria, Switzerland (where it is equivalent to a ''société à responsabilité limitée''), and Liechtenstein. It is an entity broadly equivalent to the private limited company in the United Kingdom and many Commonwealth countries, and the limited liability company (LLC) in the United States. The name of the GmbH form emphasizes the fact that the owners (''Gesellschafter'', also known as members) of the entity are not personally liable or credible for the company's debts. GmbHs are considered legal persons under German, Swiss, and Austrian law. Other variations include mbH (used when the term ''Gesellschaft'' is part of the company name itself), and gGmbH (''gemeinnützige'' GmbH) for non-profit companies. The GmbH has become the most common corporation form in Germany because the AG (''Aktiengesellschaft''), the other major company form ...
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