Joint-stock company

A joint-stock company is a business entity in which shares of the company's stock can be bought and sold by shareholders. Each shareholder owns company stock in proportion, evidenced by their shares. Shareholders are able to transfer their shares to others without any effects to the continued existence of the company.
In modern-day corporate law, the existence of a joint-stock company is often synonymous with incorporation and limited liability. Therefore, joint-stock companies are commonly known as corporations or limited companies.
Some jurisdictions still provide the possibility of registering joint-stock companies without limited liability. In the United Kingdom and in other countries that have adopted its model of company law, they are known as unlimited companies.
A joint-stock company is an artificial person; it has legal existence separate from persons composing it. It can sue and can be sued in its own name. It is created by law, established for commercial purposes, and comprises a large number of members. The shares of each member can be purchased, sold, and transferred without the consent of other members. Its capital is divided into transferable shares, suitable for large undertakings. Joint stock companies have a perpetual succession and a common seal.

Advantages

Ownership refers to a large number of privileges. The company is managed on behalf of the shareholders by a board of directors, elected at an annual general meeting.
The shareholders also vote to accept or reject an annual report and audited set of accounts. Individual shareholders can sometimes stand for directorships within the company if a vacancy occurs, but that is uncommon.
A joint-stock company also differs from other company forms, as it lacks internal ownership. This means that although the shareholder in the joint-stock company may also work for the company as employees or by contract, when they act as shareholders they are always exterior to the company, which may help keep ownership business-oriented and impersonal.
Provided sales and assets exist within the company, a joint-stock company is effectively a forum for three- party trading: Owners, i.e. shareholders, are seeking financial funds and offer economic assets, in the form of capital. Employees, contractors and other contracted parties seek compensation and offer labor for this. Utilisers, ie customers, clients and other stakeholders, seek products and services, and offer financial funds for this.
The shareholders are usually not liable for any of the company debts that extend beyond the company's ability to pay up to the amount of them.

Early joint-stock companies

China

The earliest records of joint-stock companies appear in China during the Tang and Song dynasties. The Tang dynasty saw the development of the heben, the earliest form of joint stock company with an active partner and one or two passive investors. By the Song dynasty this had expanded into the douniu, a large pool of shareholders with management in the hands of jingshang, merchants who operated their businesses using investors' funds, with investor compensation based on profit-sharing, reducing the risk of individual merchants and burdens of interest payment.

Europe

Finding the earliest joint-stock company is a matter of definition. An early form of joint-stock company was the medieval commenda, although it was usually employed for a single commercial expedition. Around 1350 in France at Toulouse, 96 shares of the Société des Moulins du Bazacle, or Bazacle Milling Company were traded at a value that depended on the profitability of the mills the society owned, making it probably the first company of its kind in history. The Swedish company Stora has documented a stock transfer for an eighth of the company as early as 1288.
In more recent history, the earliest joint-stock company recognized in England was the Company of Merchant Adventurers to New Lands, founded in 1551 with 240 shareholders. It became the Muscovy Company, which had a monopoly on trade between Russia and England, when royal charter was granted in 1555. The most notable joint-stock company from the British Isles was the East India Company, which was granted a royal charter by Queen Elizabeth I on December 31, 1600 with the intention of establishing trade on the Indian subcontinent. The charter effectively granted the newly formed Honourable East India Company a fifteen-year monopoly on all English trade in the East Indies.
Soon afterwards, in 1602, the Dutch East India Company issued shares that were made tradable on the Amsterdam Stock Exchange. The development enhanced the ability of joint-stock companies to attract capital from investors, as they could now easily dispose of their shares. In 1612, it became the first 'corporation' in intercontinental trade with 'locked in' capital and limited liability. The joint-stock company became a more viable financial structure than previous guilds or state-regulated companies. The first joint-stock companies to be implemented in the Americas were the London Company and the Plymouth Company.
Transferable shares aim to achieve positive returns on equity, which is evidenced by investment in companies like the East India Company, which used the financing model to manage their trade on the Indian subcontinent. Joint-stock companies paid out divisions to their shareholders by dividing up the profits of the voyage in the proportion of shares held. Divisions were usually cash, but when working capital was low and detrimental to the survival of the company, divisions were either postponed or paid out in remaining cargo, which could be sold by shareholders for profit.
However, in general, incorporation was possible by royal charter or private act, and it was limited because of the government's jealous protection of the privileges and advantages thereby granted.
As a result of the rapid expansion of capital-intensive enterprises in the course of the Industrial Revolution in Europe and the United States, many businesses came to be operated as unincorporated associations or extended partnerships, with large numbers of members. Nevertheless, membership of such associations was usually for a short term so their nature was constantly changing.
Consequently, registration and incorporation of companies, without specific legislation, was introduced by the Joint Stock Companies Act 1844. Initially, companies incorporated under this Act did not have limited liability, but it became common for companies to include a limited liability clause in their internal rules. In the case of Hallett v Dowdall, the Court of the Exchequer held that such clauses bound people who have notice of them. Four years later, the Joint Stock Companies Act 1856 provided for limited liability for all joint-stock companies provided, among other things, that they included the word "limited" in their company name. The landmark case of Salomon v A Salomon & Co Ltd established that a company with legal liability, not being a partnership, had a distinct legal personality that was separate from that of its individual shareholders.

Corporate law

The existence of a corporation requires a special legal framework and body of law that specifically grants the corporation legal personality, and it typically views a corporation as a fictional person, a legal person, or a moral person which shields its owners from "corporate" losses or liabilities; losses are limited to the number of shares owned. It furthermore creates an inducement to new investors. Corporate statutes typically empower corporations to own property, sign binding contracts, and pay taxes in a capacity separate from that of its shareholders, who are sometimes referred to as "members". The corporation is also empowered to borrow money, both conventionally and directly to the public, by issuing interest-bearing bonds. Corporations subsist indefinitely; "death" comes only by absorption or bankruptcy. According to Lord Chancellor Haldane,
This 'directing will' is embodied in a corporate Board of Directors. The legal personality has two economic implications. It grants creditors priority over the corporate assets upon liquidation. Second, corporate assets cannot be withdrawn by its shareholders, and assets of the firm cannot be taken by personal creditors of its shareholders. The second feature requires special legislation and a special legal framework, as it cannot be reproduced via standard contract law.
The regulations most favorable to incorporation include:

Regulation	Description
Limited liability	Unlike a partnership or sole proprietorship, shareholders of a modern business corporation have "limited" liability for the corporation's debts and obligations. As a result, their losses cannot exceed the amount that they contributed to the corporation as dues or payment for shares. That enables corporations to "socialize their costs" for the primary benefit of shareholders; to socialize a cost is to spread it to society in general. The economic rationale is that it allows anonymous trading in the shares of the corporation by eliminating the corporation's creditors as a stakeholder in such a transaction. Without limited liability, a creditor would probably not allow any share to be sold to a buyer less creditworthy than the seller. Limited liability further allows corporations to raise large amounts of finance for their enterprises by combining funds from many owners of stock. Limited liability reduces the amount that a shareholder can lose in a company. That increases the attraction to potential shareholders and so increases both the number of willing shareholders and the amount they are likely to invest. However, some jurisdictions also permit another type of corporation in which shareholders' liability is unlimited, for example the unlimited liability corporation in two provinces of Canada, and the unlimited company in the United Kingdom.
Perpetual lifetime	Another advantage is that the assets and structure of the corporation may continue beyond the lifetimes of its shareholders and bondholders. That allows stability and the accumulation of capital, which is thus available for investment in larger and longer-lasting projects than if the corporate assets were subject to dissolution and distribution. That was also important in medieval times, when land donated to the Church would not generate the feudal fees that a lord could claim upon a landholder's death: see Statute of Mortmain.