Limited Company
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In a limited company, the liability of members or subscribers of the
company A company, abbreviated as co., is a Legal personality, legal entity representing an association of people, whether Natural person, natural, Legal person, legal or a mixture of both, with a specific objective. Company members share a common p ...
is limited to what they have invested or guaranteed to the company. Limited companies may be limited by shares or by
guarantee Guarantee is a legal term more comprehensive and of higher import than either warranty or "security". It most commonly designates a private transaction by means of which one person, to obtain some trust, confidence or credit for another, engages ...
. In a company limited by shares, the liability of members is limited to the unpaid value of shares. In a company limited by guarantee, the liability of owners is limited to such amount as the owners may undertake to contribute to the assets of the company, in the event of being wound up. The former may be further divided in public companies (
public limited companies A public limited company (legally abbreviated to PLC or plc) is a type of public company under United Kingdom company law, some Commonwealth jurisdictions, and the Republic of Ireland. It is a limited liability company whose shares may be free ...
) and private companies (
private limited companies A private limited company is any type of business entity in "private" ownership used in many jurisdictions, in contrast to a publicly listed company, with some differences from country to country. Examples include the '' LLC'' in the United Sta ...
). Who may become a member of a private limited company is restricted by law and by the company's rules. In contrast, anyone may buy shares in a public limited company. Limited companies can be found in most countries, although the detailed rules governing them vary widely. It is also common for a distinction to be made between the publicly tradable companies of the ''plc'' type (for example, the
German German(s) may refer to: * Germany (of or related to) ** Germania (historical use) * Germans, citizens of Germany, people of German ancestry, or native speakers of the German language ** For citizens of Germany, see also German nationality law **Ge ...
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 (wh ...
(AG), Dutch and Belgian nv,
British British may refer to: Peoples, culture, and language * British people, nationals or natives of the United Kingdom, British Overseas Territories, and Crown Dependencies. ** Britishness, the British identity and common culture * British English, ...
PLC,
Czech Czech may refer to: * Anything from or related to the Czech Republic, a country in Europe ** Czech language ** Czechs, the people of the area ** Czech culture ** Czech cuisine * One of three mythical brothers, Lech, Czech, and Rus' Places * Czech, ...
a.s.,
Italian Italian(s) may refer to: * Anything of, from, or related to the people of Italy over the centuries ** Italians, an ethnic group or simply a citizen of the Italian Republic or Italian Kingdom ** Italian language, a Romance language *** Regional Ita ...
S.p.A., Hungarian Nyrt. and the
Spanish Spanish might refer to: * Items from or related to Spain: **Spaniards are a nation and ethnic group indigenous to Spain **Spanish language, spoken in Spain and many Latin American countries **Spanish cuisine Other places * Spanish, Ontario, Can ...
, French,
Polish Polish may refer to: * Anything from or related to Poland, a country in Europe * Polish language * Poles Poles,, ; singular masculine: ''Polak'', singular feminine: ''Polka'' or Polish people, are a West Slavic nation and ethnic group, w ...
,
Greek Greek may refer to: Greece Anything of, from, or related to Greece, a country in Southern Europe: *Greeks, an ethnic group. *Greek language, a branch of the Indo-European language family. **Proto-Greek language, the assumed last common ancestor ...
and
Romania Romania ( ; ro, România ) is a country located at the crossroads of Central Europe, Central, Eastern Europe, Eastern, and Southeast Europe, Southeastern Europe. It borders Bulgaria to the south, Ukraine to the north, Hungary to the west, S ...
n S.A.), and the "
private Private or privates may refer to: Music * " In Private", by Dusty Springfield from the 1990 album ''Reputation'' * Private (band), a Denmark-based band * "Private" (Ryōko Hirosue song), from the 1999 album ''Private'', written and also recorde ...
" types of company (such as the German GmbH, Dutch and Belgian bv,
Portuguese Portuguese may refer to: * anything of, from, or related to the country and nation of Portugal ** Portuguese cuisine, traditional foods ** Portuguese language, a Romance language *** Portuguese dialects, variants of the Portuguese language ** Portu ...
Lda., British
Ltd. A private company limited by shares is a class of private limited company incorporated under the laws of England and Wales, Northern Ireland, Scotland, certain Commonwealth countries, and the Republic of Ireland. It has shareholders with limit ...
, Japanese K.K., Polish sp. z o.o., Russian ООО,
Ukrainian Ukrainian may refer to: * Something of, from, or related to Ukraine * Something relating to Ukrainians, an East Slavic people from Eastern Europe * Something relating to demographics of Ukraine in terms of demography and population of Ukraine * So ...
ТОВ (TOV), the Czech s.r.o., the French s.a.r.l., the Italian s.r.l., Romanian s.r.l., Hungarian kft., Macedonian ДОО (DOO), Slovenian d.o.o., and Slovak s.r.o.


Types


Private company limited by guarantee

This is a company that does not have share capital, but is guaranteed by its ''members'', who agree to pay a fixed amount in the event of the company's liquidation.
Charitable organisation A charitable organization or charity is an organization whose primary objectives are philanthropy and social well-being (e.g. educational, religious or other activities serving the public interest or common good). The legal definition of a ch ...
s are often incorporated using this form of limited liability. Another example is the
Financial Conduct Authority The Financial Conduct Authority (FCA) is a financial regulation, financial regulatory body in the United Kingdom, but operates independently of the UK Government, and is financed by charging fees to members of the financial services industry. The ...
. In Australia, only an unlisted public company can be limited by guarantee.


Private company limited by shares

Has shareholders with limited liability and its shares may not be offered to the general public. Shareholders of private companies limited by shares are always bound to offer the shares to their fellow shareholders prior to selling them to a third party.


Public limited company

A public limited company can be
publicly traded A public company is a company whose ownership is organized via shares of stock which are intended to be freely traded on a stock exchange or in over-the-counter markets. A public (publicly traded) company can be listed on a stock exchange (list ...
on a
stock exchange A stock exchange, securities exchange, or bourse is an exchange where stockbrokers and traders can buy and sell securities, such as shares of stock, bonds and other financial instruments. Stock exchanges may also provide facilities for th ...
; this is similar to the
U.S. The United States of America (U.S.A. or USA), commonly known as the United States (U.S. or US) or America, is a country primarily located in North America. It consists of 50 states, a federal district, five major unincorporated territori ...
Corporation A corporation is an organization—usually a group of people or a company—authorized by the state to act as a single entity (a legal entity recognized by private and public law "born out of statute"; a legal person in legal context) and r ...
(Corp.) and the
German German(s) may refer to: * Germany (of or related to) ** Germania (historical use) * Germans, citizens of Germany, people of German ancestry, or native speakers of the German language ** For citizens of Germany, see also German nationality law **Ge ...
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 (wh ...
(AG).


In specific countries


Australia

The private company equivalent in
Australia Australia, officially the Commonwealth of Australia, is a Sovereign state, sovereign country comprising the mainland of the Australia (continent), Australian continent, the island of Tasmania, and numerous List of islands of Australia, sma ...
is the
Proprietary Limited company A proprietary company, the characteristic of which is abbreviated as "Pty", is a form of privately held company in Australia, Namibia and South Africa that is either limited or unlimited. However, unlike a public company there are, depending ...
(Pty Ltd). An Australian company with only ''Limited'' or ''Ltd'' after its name is a
public company A public company is a company whose ownership is organized via shares of stock which are intended to be freely traded on a stock exchange or in over-the-counter markets. A public (publicly traded) company can be listed on a stock exchange (l ...
, such as a company listed on the
ASX Australian Securities Exchange Ltd or ASX, is an Australian public company that operates Australia's primary securities exchange, the Australian Securities Exchange (sometimes referred to outside of Australia as, or confused within Australia as ...
. Australia does not have a direct equivalent to the plc. A shareholder in a limited company, in the event of its becoming
insolvent In accounting, insolvency is the state of being unable to pay the debts, by a person or company ( debtor), at maturity; those in a state of insolvency are said to be ''insolvent''. There are two forms: cash-flow insolvency and balance-sheet i ...
(equivalent to
insolvency In accounting, insolvency is the state of being unable to pay the debts, by a person or company ( debtor), at maturity; those in a state of insolvency are said to be ''insolvent''. There are two forms: cash-flow insolvency and balance-sheet i ...
in the United Kingdom) would be liable to contribute the amount remaining unpaid on the shares (usually zero, as most shares are issued fully paid). "Paid" here relates to the amount paid to the company for the shares on first issue, and should not be confused with amounts paid by one shareholder to another to transfer ownership of shares between them. A shareholder is thus afforded limited liability.


Brazil

In
Brazil Brazil ( pt, Brasil; ), officially the Federative Republic of Brazil (Portuguese: ), is the largest country in both South America and Latin America. At and with over 217 million people, Brazil is the world's fifth-largest country by area ...
, a limited company is registered as any other type of company. To register it, you must pay an accountant to research the name of your future business to check if it wasn't already registered, then the accountant contacts the offices responsible for giving you the CNPJ (the national code for company identification), which are the commercial joint of the state and the IRS. After that the Ltda. or Lda. (rarely used) suffixes can be placed after the companies name or with Cia. (abbreviation for ''companhia'', company in Portuguese): ompany name& Cia. Ltda.


Canada

In Canada, a person wishing to register a limited company must file ''
Articles of Incorporation Article often refers to: * Article (grammar), a grammatical element used to indicate definiteness or indefiniteness * Article (publishing), a piece of nonfictional prose that is an independent part of a publication Article may also refer to: ...
'' with either their provincial government or the federal government. At the time of incorporation, a company must elect to use "Limited" (Ltd.), "Incorporated" (Inc.) or "Corporation" (Corp.) as part of their name.


India

In India, there are three types of limited company: a public limited company, a private limited company, and a one-person company. A company's liability may be limited by shares, in which case the liability of the company's members is limited to the amount of the shares held by them, or it may be limited by guarantee, in which case the liability is limited to a predetermined amount the company's members have agreed to contribute if the company is dissolved with outstanding liabilities. A private limited company is a limited company incorporated under the
Companies Act 2013 The Companies Act 2013 is an Act of the Parliament of India on Indian company law which regulates incorporation of a company, responsibilities of a company, directors, dissolution of a company. The 2013 Act is divided into 29 chapters containin ...
(or one of its predecessor acts), with a minimum paid-up
share capital A corporation's share capital, commonly referred to as capital stock in the United States, is the portion of a corporation's equity that has been derived by the issue of shares in the corporation to a shareholder, usually for cash. "Share capita ...
(if any) of , with an article that restricts the transfer of its shares; it may have between two and two hundred members, and its name ends with "Private Limited" (abbreviated Pvt Ltd). A public limited company must have a paid-up share capital of at least , and at least seven members; its name ends "Limited" (abbreviated Ltd). A one-person company (OPC) is a private company with similar proprietorship and privileges to a private limited company, but with fewer requirements; this type of company may have only one director and member. Before 2015, the business organisations that wanted to take up a company as the preferred form of business organisation had to fulfill the requirement of minimum paid-up share capital of not less than 5 lakhs in case of public company and 1 lakh in case of private companies by way of Section 2(71) and 2(68) respectively. However, after in the recen
Companies Amendment Act 2015
this requirement is scrapped, and a company can go ahead with its incorporation without fulfilling this criterion.


Nigeria

In
Nigeria Nigeria ( ), , ig, Naìjíríyà, yo, Nàìjíríà, pcm, Naijá , ff, Naajeeriya, kcg, Naijeriya officially the Federal Republic of Nigeria, is a country in West Africa. It is situated between the Sahel to the north and the Gulf o ...
, there are two types of limited companies namely: a company limited by guarantee and a company limited by shares. The company limited by shares is further divided into two namely a
Private limited company A private limited company is any type of business entity in "private" ownership used in many jurisdictions, in contrast to a publicly listed company, with some differences from country to country. Examples include the '' LLC'' in the United Sta ...
(Ltd.) and a
Public limited company A public limited company (legally abbreviated to PLC or plc) is a type of public company under United Kingdom company law, some Commonwealth of Nations, Commonwealth jurisdictions, and the Republic of Ireland. It is a limited liability company ...
(Plc.) In Nigeria
shareholders A shareholder (in the United States often referred to as stockholder) of a corporation is an individual or legal entity (such as another corporation, a body politic, a trust or partnership) that is registered by the corporation as the legal ow ...
of limited companies are only liable for the amount of money they contributed to the company. All Nigerian companies are governed by the Companies and Allied Matters Act (CAMA) 1990 and regulated by the Corporate Affairs Commission (CAC).


South Africa

In
South Africa South Africa, officially the Republic of South Africa (RSA), is the southernmost country in Africa. It is bounded to the south by of coastline that stretch along the South Atlantic and Indian Oceans; to the north by the neighbouring countri ...
, the term "Proprietary Limited", abbreviated "(Pty) Ltd", is used to refer to a private limited company. All South African companies are regulated by the CIPC (Companies and Intellectual Property Commission).


Sri Lanka

In
Sri Lanka Sri Lanka (, ; si, ශ්‍රී ලංකා, Śrī Laṅkā, translit-std=ISO (); ta, இலங்கை, Ilaṅkai, translit-std=ISO ()), formerly known as Ceylon and officially the Democratic Socialist Republic of Sri Lanka, is an ...
, businesses can be registered as Private Limited Company "(Pvt) Ltd", Public Limited Company "PLC" or under a sole proprietorship. Registering as Private Limited Company will be more secure, and have added benefits. Therefore, you and your company will act as two independent parties; ensuring that your business assets and liabilities will be separate. All companies are registered under the Companies Act, No. 7 of 2007., through the Registrar of Companies, which operates its office in
Colombo Colombo ( ; si, කොළඹ, translit=Koḷam̆ba, ; ta, கொழும்பு, translit=Koḻumpu, ) is the executive and judicial capital and largest city of Sri Lanka by population. According to the Brookings Institution, Colombo me ...
.


United Kingdom

The registration of companies in the
United Kingdom The United Kingdom of Great Britain and Northern Ireland, commonly known as the United Kingdom (UK) or Britain, is a country in Europe, off the north-western coast of the continental mainland. It comprises England, Scotland, Wales and North ...
is done through
Companies House Companies House is the executive agency of the company registrars of the United Kingdom, falling under the remit of the Department for Business, Energy and Industrial Strategy. All forms of companies (as permitted by the Companies Act) are i ...
, which operates offices in
London London is the capital and largest city of England and the United Kingdom, with a population of just under 9 million. It stands on the River Thames in south-east England at the head of a estuary down to the North Sea, and has been a majo ...
,
Cardiff Cardiff (; cy, Caerdydd ) is the capital and largest city of Wales. It forms a principal area, officially known as the City and County of Cardiff ( cy, Dinas a Sir Caerdydd, links=no), and the city is the eleventh-largest in the United Kingd ...
,
Edinburgh Edinburgh ( ; gd, Dùn Èideann ) is the capital city of Scotland and one of its 32 Council areas of Scotland, council areas. Historically part of the county of Midlothian (interchangeably Edinburghshire before 1921), it is located in Lothian ...
and
Belfast Belfast ( , ; from ga, Béal Feirste , meaning 'mouth of the sand-bank ford') is the capital and largest city of Northern Ireland, standing on the banks of the River Lagan on the east coast. It is the 12th-largest city in the United Kingdo ...
. Prior to 1 October 2009, the registration of companies in
Northern Ireland Northern Ireland ( ga, Tuaisceart Éireann ; sco, label= Ulster-Scots, Norlin Airlann) is a part of the United Kingdom, situated in the north-east of the island of Ireland, that is variously described as a country, province or region. Nort ...
was the responsibility of the
Department of Enterprise, Trade and Investment The Department for the Economy (DfE, ga, An Roinn Geilleagair) is a devolved Northern Ireland government department in the Northern Ireland Executive. The minister with overall responsibility for the department is the Minister for the Econo ...
(a department of the devolved government). On the commencement of the
Companies Act 2006 The Companies Act 2006 (c 46) is an Act of the Parliament of the United Kingdom which forms the primary source of UK company law. The Act was brought into force in stages, with the final provision being commenced on 1 October 2009. It largely ...
, Northern Ireland's previously distinct company law was repealed and the new companies code instituted by that Act was extended to Northern Ireland.


United States

In the
United States The United States of America (U.S.A. or USA), commonly known as the United States (U.S. or US) or America, is a country primarily located in North America. It consists of 50 states, a federal district, five major unincorporated territorie ...
,
corporation A corporation is an organization—usually a group of people or a company—authorized by the state to act as a single entity (a legal entity recognized by private and public law "born out of statute"; a legal person in legal context) and r ...
s have limited liability, and the expression ''corporation'' is preferred to ''limited company''. A "
limited liability company A limited liability company (LLC for short) is the US-specific form of a private limited company. It is a business structure that can combine the pass-through taxation of a partnership or sole proprietorship with the limited liability of a ...
" (LLC) is a different entity. However, some states permit corporations to have the designation ''Ltd.'' (instead of the usual ''Inc.'') to signify their corporate status. A limited company must file annual tax returns ("corporation" tax returns) with the
Securities and Exchange Commission The U.S. Securities and Exchange Commission (SEC) is an independent agency of the United States federal government, created in the aftermath of the Wall Street Crash of 1929. The primary purpose of the SEC is to enforce the law against market ...
.


Zimbabwe

In
Zimbabwe Zimbabwe (), officially the Republic of Zimbabwe, is a landlocked country located in Southeast Africa, between the Zambezi and Limpopo Rivers, bordered by South Africa to the south, Botswana to the south-west, Zambia to the north, and Mozam ...
the term "(Pvt) Ltd" refers to a private company limited by share capital. All private entities are regulated by the Registrar of Companies in Harare.


See also

*
Company formation Company formation is the term for the process of incorporation of a business in the UK. It is also sometimes referred to as company registration. These terms are both also used when incorporating a business in the Republic of Ireland. Under UK c ...
(UK) *
Limited liability partnership A limited liability partnership (LLP) is a partnership in which some or all partners (depending on the jurisdiction) have limited liabilities. It therefore can exhibit elements of partnerships and corporations. In an LLP, each partner is not ...
(LLP) *
Share capital A corporation's share capital, commonly referred to as capital stock in the United States, is the portion of a corporation's equity that has been derived by the issue of shares in the corporation to a shareholder, usually for cash. "Share capita ...
*
Types of business entity A business entity is an entity that is formed and administered as per corporate law in order to engage in business activities, charitable work, or other activities allowable. Most often, business entities are formed to sell a product or a servi ...
*
Unlimited company An unlimited company or private unlimited company is a hybrid company ( corporation) incorporated with or without a share capital (and similar to its limited company counterpart) but where the legal liability of the members or shareholders is ...
*
Yūgen gaisha A , abbreviated in English as "Y.K." or "Co., Ltd.", is a form of business organization in Japan. are based on the German and were implemented in Japan in the Limited Company Act (') of 1940. The Companies Act of Japan, implemented on May 1, 20 ...
*
Privately held company A privately held company (or simply a private company) is a company whose shares and related rights or obligations are not offered for public subscription or publicly negotiated in the respective listed markets, but rather the company's stock is ...


References


External links


Limited liability company
UK
Business Link Business Link was a government-funded business advice and guidance service established in England in 1992. It consisted of an online portal managed by HM Revenue and Customs (HMRC) and a national telephone helpline. The service's network of ...
{{Authority control Legal entities Types of business entity ja:株式会社