Harman Technology plans for site redevelopment

Ian Grant said:

Because all Ltd companies, Private or Public, have to send a copy of their Annual accounts to Companies Hose, this has been the case for many years. I had to do it 40 years ago and there were only 2 share-holders.

Ian

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Interesting. That's very different from the USA.

Do you know why this is?

https://en.wikipedia.org/wiki/Limited_liability_company

note the link to a discussion of British practices

RattyMouse said:

Interesting. That's very different from the USA.

Do you know why this is?

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Going way back to the earliest days of joint stock companies, the basic idea was to encourage trade by limiting the financial liability of shareholders ("proprietors") to the amount of money which they committed or invested (hence, a "Limited" company). In return, annual accounts had to be filed for public view, so that creditors and others dealing with the company could form an opinion of its financial soundness and viability.

In the UK these days, the amount and detail of information which has to be filed by smaller companies is very limited, and only has to be filed by nine months after the year-end. So only just about enough to see the names of the owners and directors, and form a very broad idea of the business's solvency.

railwayman3 said:

Going way back to the earliest days of joint stock companies, the basic idea was to encourage trade by limiting the financial liability of shareholders ("proprietors") to the amount of money which they committed or invested (hence, a "Limited" company). In return, annual accounts had to be filed for public view, so that creditors and others dealing with the company could form an opinion of its financial soundness and viability

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In addition to this, the joint stock companies also served to protect the interests of shareholders from the financial problems of other shareholders.
If a shareholder gets pursued for a debt, only their share interest is exigible. In other forms of business organizations, the assets contributed by participants can end up being seized by one participant's creditors, which can be very damaging to the business.

As far as I am aware, the UK's requirement to make public financial statements of private corporations is not found in many other jurisdictions.

MattKing said:

In addition to this, the joint stock companies also served to protect the interests of shareholders from the financial problems of other shareholders.
If a shareholder gets pursued for a debt, only their share interest is exigible. In other forms of business organizations, the assets contributed by participants can end up being seized by one participant's creditors, which can be very damaging to the business.

As far as I am aware, the UK's requirement to make public financial statements of private corporations is not found in many other jurisdictions.

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The UK's requirements have now been relexed enormously for most small and medium-sized limited companies. It's not that many years since all limited companies had to produce full annual accounts certified by an independent qualified auditor. And it used to cost about £300+ to register a company, often needing the services of a lawyer....now it can be done online instantly for maybe a tenth of that.

MattKing said:

As far as I am aware, the UK's requirement to make public financial statements of private corporations is not found in many other jurisdictions.

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Actually it's not something rarely occurring, most countries in the Western World have the same scheme of Limited Liability Company, you find an attempt to make a list here:
https://en.wikipedia.org/wiki/Limited_liability_company

I think the problem here is the use of "private" and "public" which in English often ends up meaning something different than what the word would suggest: private/public school, private/public company, "public house" ).

A Limited Liability Company is never "private" because it has perfect patrimonial autonomy. Even though the company is not divided into tradeable "shares" of property, yet the creditors cannot "attack" anything else than the assets of the firm and therefore they need to know the financial situation of the firm / debtor before lending it money. The firm has therefore some necessary "publicity" obligation, hence it is "public".

When a firm's shares are tradeable on a public exchange it is common in English to say it becomes "public" but, in fact, it's private property with extended "publicity" obligations.

[For those interested, in Italy LLCs would be called Società di Capitali: Spa, Sapa, Srl being the main kinds. A Società di Persone would, instead, be a society where the participants can be called to satisfy the firm's obligations with their own patrimony. Those Societies of Persons would probably be defined "private" in the UK.]

Diapositivo said:

Actually it's not something rarely occurring, most countries in the Western World have the same scheme of Limited Liability Company, you find an attempt to make a list here:
https://en.wikipedia.org/wiki/Limited_liability_company

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For clarity, I was commenting about only private (i.e. not publicly traded) corporations and on the UK's requirement to make those financial statements public. That is what is unusual (I think) about the UK.

As far as I am aware, no Canadian jurisdiction does that, and I've not encountered any US jurisdiction either (although I haven't looked a lot). There is information that is required to be made public (Directors, registered addresses, incorporating documents) but the actual details of the business and finances of private corporations are generally private.

MattKing said:

For clarity, I was commenting about only private (i.e. not publicly traded) corporations and on the UK's requirement to make those financial statements public. That is what is unusual (I think) about the UK.

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Yes, I understand. But private in the sense of "not publicly traded" firms must make financial statements available a bit everywhere.
You probably meant: "only private (without limited liability)" in that case, that would be unusual.

So if for "private" you mean "not publicly traded", it's common that they publish their statements. If for "private" you mean "without limited liability" than it is uncommon.

Diapositivo said:

Yes, I understand. But private in the sense of "not publicly traded" firms must make financial statements available a bit everywhere.
You probably meant: "only private (without limited liability)" in that case, that would be unusual.

So if for "private" you mean "not publicly traded", it's common that they publish their statements. If for "private" you mean "without limited liability" than it is uncommon.

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I don't think you understand North American corporate structures. Only publicly traded companies need to publicly release their data. Private (non-publically traded) companies do not. Private LLC's, and variants such as subchapter "S" corporations, LLP's, and PA's do not generally release this information. Obviously banks will want an accounting and the tax-man is always present, and companies will generally create financial statements for their own use, but these financial statements are not available to the public. I have had personal investments in LLC's, PA's and "S" corps.

Wallendo said:

I don't think you understand North American corporate structures. Only publicly traded companies need to publicly release their data. Private (non-publically traded) companies do not. Private LLC's, and variants such as subchapter "S" corporations, LLP's, and PA's do not generally release this information. Obviously banks will want an accounting and the tax-man is always present, and companies will generally create financial statements for their own use, but these financial statements are not available to the public. I have had personal investments in LLC's, PA's and "S" corps.

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What he says.
I used to incorporate and maintain British Columbia corporations (that is what they are called here) for clients, and provide the associated legal advice. I also maintained a couple of federally incorporated corporations for clients, and provided legal advice as well.
Their shares did not trade on a public exchange so they were designated as "private".
Their financial records were private. The public was not entitled to know about them - only directors, officers and shareholders were entitled to those records.
But the limited liability associated with those corporations was not impaired in any way.
To the best of my knowledge, the situation is the same throughout North America.

OK I now understand this is a North American thing. In general all over Europe limited liability goes with publicity of accounts. The UK is the country which sometimes resembles more the US than the EU, but in this case it follows the European logic. As if they were European

Just for clarity, we weren't questioning the "limited liability" part of the issue. It was the part where small, "private" limited liability corporations are required to make their financial business public.

MattKing said:

Just for clarity, we weren't questioning the "limited liability" part of the issue. It was the part where small, "private" limited liability corporations are required to make their financial business public.

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Post deleted if it causes confusion rather than hilarity.

Darn - I liked the hilarity!

Patrimonial autonomy and "juridical persons" can be traced to the ancient Roman, just like almost anything of the modern world really.

The Romans knew the concept of collegia, associations. Citizens could freely form association to further certain common interests: there were association of devotees of a certain religious cult (they collected money for temples, ceremonies, priests etc.), associations of people exercising the same profession (tailors, butchers etc.), associations of former soldiers, association of mutual help among poor people etc.

A collegium had a clear patrimonial autonomy: the patrimony of the collegium could not be pursued by a creditor of an associated man and, until the collegium was dissolved, no associated could claim any title to his "part" of the common patrimony. The collegium itself could have debts, or credits, could stand in court, sue and be sued etc.

Collegia were seen with suspicions by the Roman authorities because they sometimes would serve to hide certain less-than-noble purposes, such as fostering political disorders ("political parties" so to speak), or organizing citizens in homogeneous pressure groups (lobbies, or again parties, if you prefer). Religious groups which were seen with a certain mistrust would form collegia which were not seen with favour (followers of Christ, Bacchus, Isis etc.). The moment arrives when collegia must be "recognised" by the State to be able to exist juridically (e.g. to receive heritages, to sit in court etc.).

I don't know if the ancient Romans had the equivalent of patrimonial autonomy for an enterprise, but the concept of patrimonial autonomy was certainly existing then.

Diapositivo said:

I don't know if the ancient Romans had the equivalent of patrimonial autonomy for an enterprise, but the concept of patrimonial autonomy was certainly existing then.

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They had societas publicanorum (tradable limited partnerships). They consisted of groups of investors, known as the publicani, who bid to obtain state contracts: construction of public works, supply of weapons or collection of fees. The principal investor in the group pledged its properties as collateral for performance of the contract, while other investor-participants were involved in running and exercising control activities (being fully responsible for the debts of the company). There were also partners who enjoyed limited liability but had no right to control the business. However, societas publicanorum were not used for private businesses.
(tense changed, for better reading, from the original.)

THE MODERN ENTERPRISE – SUCCESSOR OF BUSINESS ORGANIZATION FORMS IN ANCIENT ROME AND MEDIEVAL EUROPE
http://ojbe.steconomiceuoradea.ro/volume/001/02.Pacala.pdf