Setting up a company
Compare the general mechanisms of setting up a company in the UK and USA with those in Bulgaria.
Companies in the UK and the USA The limited liability company (LLC) in the UK can be private or public, the major difference being that the shares of the latter can be traded publicly (i.e. listed in a stock exchange). In the US, the institution most often referred to as “corporation” is a public or a “publicly traded corporation”. There are, however, also many “closely held corporations”. The specific procedure for forming a company may differ slightly from type to type or jurisdiction to jurisdiction but there are many similarities: A UK company is founded upon the issuance of a certificate of incorporation by the relevant government authority (e.g. Companies House in the UK). The issuance of the aforementioned certificate follows the filing of the two constitutional documents of the company: memorandum of association and articles of association, together with other statutory forms and a filing fee. The memorandum of association specifies the name, type, objects and the authorised capital of the company, while the articles of association set out the rules for the internal management of the company. A US corporation is formed upon filing its two constitutional documents: articles of incorporation or certificate of incorporation and the corporation’s bylaws, together with mandatory statutory forms and a filing fee. The corporation usually receives in return an official filing receipt which reflects the date of filing, the name of the corporation, an extract of information provided in the certificate of incorporation and an accounting of the fees paid. The content of the two documents is similar to that of their British counterparts. The management structure of the company (or corporation) is twofold: a) decisions of paramount importance are taken by the annual general meeting (AGM) or the extraordinary general meeting (EGM); b) the day-to-day decisions are taken by the company’s officers – director (board of directors), manager, company secretary, etc. All company officers owe the company the duty of confidentiality and the duty of care; in addition to this the managers of the company owe fiduciary duty. Anglo-Saxon countries traditionally rely on a one-tier corporate management system, i.e. companies do not normally have supervisory boards.
Companies in the UK and the USA The limited liability company (LLC) in the UK can be private or public, the major difference being that the shares of the latter can be traded publicly (i.e. listed in a stock exchange). In the US, the institution most often referred to as “corporation” is a public or a “publicly traded corporation”. There are, however, also many “closely held corporations”. The specific procedure for forming a company may differ slightly from type to type or jurisdiction to jurisdiction but there are many similarities: A UK company is founded upon the issuance of a certificate of incorporation by the relevant government authority (e.g. Companies House in the UK). The issuance of the aforementioned certificate follows the filing of the two constitutional documents of the company: memorandum of association and articles of association, together with other statutory forms and a filing fee. The memorandum of association specifies the name, type, objects and the authorised capital of the company, while the articles of association set out the rules for the internal management of the company. A US corporation is formed upon filing its two constitutional documents: articles of incorporation or certificate of incorporation and the corporation’s bylaws, together with mandatory statutory forms and a filing fee. The corporation usually receives in return an official filing receipt which reflects the date of filing, the name of the corporation, an extract of information provided in the certificate of incorporation and an accounting of the fees paid. The content of the two documents is similar to that of their British counterparts. The management structure of the company (or corporation) is twofold: a) decisions of paramount importance are taken by the annual general meeting (AGM) or the extraordinary general meeting (EGM); b) the day-to-day decisions are taken by the company’s officers – director (board of directors), manager, company secretary, etc. All company officers owe the company the duty of confidentiality and the duty of care; in addition to this the managers of the company owe fiduciary duty. Anglo-Saxon countries traditionally rely on a one-tier corporate management system, i.e. companies do not normally have supervisory boards.
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