A company is a business organization. It is an association or collection of individual real persons and/or other companies, who each provide some form of capital. This group has a common purpose or focus and an aim of gaining profits. This collection, group or association of persons can be made to exist in law and then a company is itself considered a "legal person". The name company arose because, at least originally, it represented or was owned by more than one real or legal person.

In the United States, a company may be a "corporation, partnership, association, joint-stock company, trust, fund, or organized group of persons, whether incorporated or not, and (in an official capacity) any receiver, trustee in bankruptcy, or similar official, or liquidating agent, for any of the foregoing." In the US, a company is not necessarily a corporation.

In English law and in the Commonwealth realms a company is a body corporate or corporation company registered under the Companies Acts or similar legislation. It does not include a partnership or any other unincorporated group of persons, although such an entity may be loosely described as a company.

Meaning and definition

A company can be defined as an "artificial person", invisible, intangible, created by or under Law, with a discrete legal entity, perpetual succession and a common seal. It is not affected by the death, insanity or insolvency of an individual member.

The English word has its origins in the Old French military term ''compaignie'' (first recorded in 1150), meaning a "body of soldiers", originally taken from the Late Latin word ''companio'' "companion, one who eats bread with you", first attested in the Lex Salica as a calque of the Germanic expression *''gahlaibo'' (literally, "with bread"), related to Old High German ''galeipo'' "companion" and Gothic ''gahlaiba'' "messmate". By 1303, the word referred to trade guilds. Usage of company to mean "business association" was first recorded in 1553 and the abbreviation "co." dates from 1769.

History

According to one source, "it may be formed by Act of Parliament, by Royal Charter, or by registration under company law (referred to as a limited liability or joint-stock company)." In the United Kingdom, the main regulating laws are the Companies Act 1985 and the Companies Act 2006. Reportedly, "a company registered under this Act has limited liability: its owners (the shareholders) have no financial liability in the event of winding up the affairs of the company, but they might lose the money already invested in it". In the USA, companies are registered in a particular state—Delaware being especially favoured—and become Incorporated (Inc).

In North America, two of the earliest companies were The London Company (also called the Charter of the Virginia Company of London)—an English joint stock company established by royal charter by James I of England on April 10, 1606 with the purpose of establishing colonial settlements in North America—and Plymouth Company that was granted an identical charter as part of the Virginia Company. The London Company was responsible for establishing the Jamestown Settlement, the first permanent English settlement in the present United States in 1607, and in the process of sending additional supplies, inadvertently settled the Somers Isles, alias Bermuda, the oldest-remaining English colony, in 1609.

Types

:''For a country-by-country listing, see Types of business entity.''

''There are various types of company that can be formed in different jurisdictions, but the most common forms of company (generally formed by registration under applicable companies legislation) are:''

A company limited by guarantee. Commonly used where companies are formed for non-commercial purposes, such as clubs or charities. The members guarantee the payment of certain (usually nominal) amounts if the company goes into insolvent liquidation, but otherwise they have no economic rights in relation to the company. This type of company is common in England. A company limited by guarantee may be with or without having share capital.

A company limited by shares. The most common form of company used for business ventures. Specifically, a limited company is a "company in which the liability of each shareholder is limited to the amount individually invested" with corporations being "the most common example of a limited company. This can be a public company or private company."

A limited-liability company. "A company—statutorily authorized in certain states—that is characterized by limited liability, management by members or managers, and limitations on ownership transfer", i.e., L.L.C.

An unlimited company with or without a share capital. A hybrid entity, a company where the liability of members or shareholders for the debts (if any) of the company are not limited. In this case doctrine of veil of incorporation does not apply.

''Less commonly seen types of companies are:''

Companies formed by letters patent. Most corporations by letters patent are ''corporations sole'' and not companies as the term is commonly understood today.

charter corporations. Before the passing of modern companies legislation, these were the only types of companies. Now they are relatively rare, except for very old companies that still survive (of which there are still many, particularly many British banks), or modern societies that fulfil a quasi regulatory function (for example, the Bank of England is a corporation formed by a modern charter).

Statutory Companies. Relatively rare today, certain companies have been formed by a private statute passed in the relevant jurisdiction.

Note that "Ltd after the company's name signifies limited company, and PLC (public limited company) indicates that its shares are widely held."

In legal parlance, the owners of a company are normally referred to as the "members". In a company limited or unlimited by shares (formed or incorporated with a share capital), this will be the shareholders. In a company limited by guarantee, this will be the guarantors. Some offshore jurisdictions have created special forms of offshore company in a bid to attract business for their jurisdictions. Examples include "segregated portfolio companies" and restricted purpose companies.

There are however, many, many sub-categories of types of company that can be formed in various jurisdictions in the world.

Companies are also sometimes distinguished for legal and regulatory purposes between public companies and private companies. Public companies are companies whose shares can be publicly traded, often (although not always) on a regulated stock exchange. Private companies do not have publicly traded shares, and often contain restrictions on transfers of shares. In some jurisdictions, private companies have maximum numbers of shareholders.

See also

Corporate personhood

References

Further reading

Dignam, A and Lowry, J (2006) Company Law, Oxford University Press ISBN 978-0-19-928936-3.

John Micklethwait and Adrian Wooldridge, The Company: a Short History of a Revolutionary Idea (New York: Modern Library, 2003)

Category:Legal entities

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A financial adviser is a professional who helps clients to maintain the desired balance of investment income, capital gains, and acceptable level of risk by using proper asset allocation. Financial advisers use stock, bonds, mutual funds, real estate investment trusts (REITs), options, futures, notes, and insurance products to meet the needs of their clients. Many financial advisers receive a commission payment for the various financial products that they broker, although "fee-based" planning is becoming increasingly popular in the financial services industry.

A further distinction should be made between "fee-based" and "fee-only" advisers. Fee-based advisers often charge asset based fees but may also collect commissions. Fee-only advisers do not collect commissions or referral fees paid by other product or service providers.

Some investment advisers only charge a fee based on the assets managed for the client. Typically they charge about 1.0 to 1.5% per year to make the investment decisions for the client. They do not collect commissions.

Role

The main purpose of a financial adviser is to assist clients in the planning and arrangement of their financial affairs, such as savings, retirement provisions, tax treatment and wills. To ensure ethical practices, financial advisers must understand a client's financial situation as well as their need for financial stability. Finance can be complicated and any adviser has responsibilities ethically to see that a client's risk is minimized, and monetarily, that money is maximized within the established risk boundaries.

Retirement planning

One of the major services that financial advisers offer is retirement planning. A financial adviser should have knowledge of budgeting, forecasting, taxation, asset allocation, and financial tools and products to establish realistic goals and the strategy by which to reach them. In the United States, this will include the use of several investment tools such as 401(k)/403(b) Roth account(s), Individual Retirement Accounts/Roth IRAs, mutual funds, stocks, bonds and CDs.

The financial adviser determines what percentage of the available income is necessary—taking into account tax liabilities, expected inflation, and projected return on investment—to meet a minimum balance by the client's target age of retirement. This is a fairly straightforward calculation, and many automated tools do this. The financial adviser's greatest contribution is asset allocation: determining how to maximize the return on investment while satisfying the client's risk tolerance.

Investing

Financial advisers may help their clients invest for both long and short term goals. It is the financial adviser's duty to determine the clients' goals and risk tolerance and then to recommend appropriate investments. Generally, a long time horizon allows for the adviser to recommend more volatile investments with potentially greater risks and rewards. Such investments include direct investment in stocks or through collective investment products such as mutual funds and unit investment trusts/unit trusts.

If the client has shorter term goals, the adviser should recommend less volatile investments with shorter time spans. Such investments could include cash deposits, certificates of deposit, and short term bonds. While these types of investment generally have lower returns there is less volatility and there is less likelihood of losing principal capital. Although short-term investments can guard against loss of capital, their value can be eroded by inflation over longer periods of time.

"adviser" vs. "advisor"

There is no difference between a financial "adviser" and a financial "advisor". The terms are interchangeable, and are considered synonymous.

Compensation

Fee-only

As defined by the review materials for the Certified Financial Planner exam and the National Association of Personal Financial Advisors, fee-only financial advisers, such as an investment adviser, are compensated solely by the client, typically achieved through a combination of hourly fees (including retainers), financial planning fees, and asset management fees. Neither advisers nor affiliates may receive commissions, rebates, awards, finder’s fees, bonuses or other forms of compensation from others as a result of a client’s implementation of the individual’s planning recommendations. The fee-only model of compensation reduces the potential for conflicts of interest between the adviser and the client in that the adviser is not beholden to insurance companies, particular investments, and other financial companies.

A clear distinction should be made between brokers, who often refer to themselves as "fee-based" (receiving both fees and commissions) and "fee-only" (someone who never receives compensation or incentives from a third party.)

A fee-only adviser may reduce conflicts of interest such as:

advising a client to buy products and make investments when holding cash and other liquid assets may have been a more suitable recommendation at that time.

an incentive to generate commissions through the unnecessary buying and/or selling of securities (also known as churning).

an incentive to convert non-cash assets such as real estate and collectibles to cash and securities so that the adviser can generate a commission.

an incentive to make recommendations that pay higher sales commissions to the adviser when a less expensive alternative may have been available.

Commission-based

Many financial advisers receive a commission payment for the various financial products that they broker, although "fee-based" planning is becoming increasingly popular in the financial services industry. For an explanation of commissions and fees charged by mutual funds.

Online-only

A new class of services that deliver guidance regarding financial planning are emerging, offering low cost financial advice through the sponsorship of HR department of employers. Companies like HelloWallet are offering low cost financial advice through the employer. These services are also delivered to the poor through donation of HelloWallet as well as philanthropic organizations.

History

Much of today's model for what a financial adviser is, stemmed from IDS Financial Services, which later became known as American Express Financial Corporation (AEFC) after the company was sold by Alleghany Corporation, and later became Ameriprise. At IDS, a young rep named James Tausz was a top-ranked broker and served as the basis of inspiration for the company's model of "Financial Planning for a Fee," which IDS VP Vint Lewis popularized by training thousands of IDS stock brokers. Today, the concept of a "financial adviser" is widely popular. Before the IDS model, almost all stock brokers worked on commissions only.

Qualifications

United States

There are three types of licenses for individual professionals who typically hold themselves out as financial advisers: Investment Adviser Representative Series 65, Registered Representative Series 7 (also known as a "Stock Broker"), Insurance Producer. The practice of investment advice, the sale of investment securities and the sale of insurance products are regulated and therefore an individual must pass an exam, affiliate with a firm and register with one or more states before conducting business. A financial adviser may hold any combination of these licenses depending on the nature of their financial practice. Similar to the term ''financial adviser'', the terms ''wealth manager'', ''financial consultant'' and ''financial planner'' do not refer to a specific license or designation. These terms are typically selected by individuals to help describe the nature of their financial practice.

The Chartered Financial Analyst (CFA) designation, the Certified Financial Planner (CFP) designation, the Chartered Life Underwriter (CLU), The Chartered Financial Consultant (ChFC), Chartered Retirement Planning Counselor (CRPC), Registered Financial Consultant (RFC) and the Masters of Science in Financial Services (MSFS) are all advanced specializations that require elaborate course work to obtain. These professional designations are issued by organizations such as the Chartered Financial Analyst Institute, the Certified Financial Planner Board of Standards, and the College for Financial Planning.

In the United States, a firm registers as an investment adviser with the Security and Exchange Commission (SEC) or a state, depending on the amount of assets that receive continuous and regular supervisory or management services (Assets Under Management, or "AUM"). For a firm to register with the SEC, it must have over $25 million of AUM at the time of registration or within 120 days of the effective date of the registration. If a firm has less than $25 million of AUM and doesn’t anticipate having $25 million or more within 120 days of the effective date of the registration, then it must register with the individual state(s) as an investment adviser. If a firm has $30 million or more of AUM, then it must register with the SEC. Firms with more than $25 million and less than $30 million of AUM can be registered with either the state or SEC. The SEC’s definition of AUM is outlined in the Form ADV Part 1 and should be thoroughly reviewed and consulted prior to beginning the registration process.

Certain multi-state advisors may also register with the SEC, as well as certain Internet based advisers. If an adviser does not qualify for registration with the SEC, the adviser must register with the states where it maintains an office, as well as each state where its clients are located. There are de minimus exemptions in most states, typically exempting from registration those advisers with less than 6 clients, but the exemption varies from state to state.

Common examples of investment advisers include pension fund managers, mutual fund managers, trust fund managers and also individuals, partnerships, or corporations that have registered under the Act, and those who fall within certain exemptions. Stock brokers (known as "registered representatives" under U.S. federal law and licensed in the various states) are not necessarily (and normally are not) Registered Investment Advisers.

In general, under U.S. law, investment advisers owe their clients an ongoing fiduciary duty to provide full and complete disclosure of all fees, conflicts of interest, and if so authorized, to exercise discretion in selecting investments with only their clients' best interests in mind.

In many cases, a Registered Investment Adviser (RIA) is a corporation or partnership while the person actually providing the advice is an investment adviser representative (IAR) of the adviser organization. Investment adviser representatives and individuals registered as investment advisers are sometimes certified as a Certified Financial Planner (CFP) practitioner by the Certified Financial Planner Board of Standards, Inc. or a Chartered Financial Analyst(CFA) holding a charter from the CFA Institute after they have passed the appropriate examinations, have agreed to abide by a code of ethics, and have maintained the required continuing education credits. The CFP and CFA credentials are not, however, required for registration as a Registered Investment Adviser.

The registration process to become an investment adviser is becoming increasingly complex, with examination requirements, books and record retention and increased state regulation of smaller investment advisers.

Regulation

In the United States, the Financial Industry Regulatory Authority (FINRA) regulates and oversees the activities of more than 5,050 brokerage firms, approximately 172,050 branch offices and more than 663,050 registered securities representatives. A financial adviser or stock broker should be licensed to provide any consultation on investment in securities. Typical licenses needed to promote the sale of stocks are the: Series 7 (General Securities exam), Series 63 (State Securities exam), and Series 65 or 66 Uniform Investment Adviser Law Exam. Generally, any adviser who charges a fee for investment advice would need to also have the Series 65 or 66 license. Thus, anyone can call themselves a financial planner (although care must be taken not to be confused with a Certified Financial Planner), but they would still need FINRA licenses to provide advice for a fee or be registered as an investment adviser with the Securities and Exchange Commission in the USA. Anyone in the business of providing financial advice can call themselves a financial adviser. There currently isn't any regulation on the use of this title. To charge a fee for advice, one must pass the FINRA Series 65 test—The Uniform Investment Adviser Law Examination. To be a "Registered Investment Adviser" (RIA) or "Investment Adviser Representative" (IAR), one must pass the FINRA Series 65 exam or both of the FINRA Series 7 and Series 66 exams. Many brokerage firms still claim an exemption for their employees who sell fee based products and services.

Canada

The financial adviser role in Canada is varied. Most financial advisers carry licenses to sell life insurance, securities, or mutual fund - or some combination of all three. The life insurance license is obtained through successful completion of the life license qualification program, except in Quebec, where licensing is completed through l'autorite des marchiers financiers. There are three distinct securities licenses available. Completion of the Canadian Securities Course allows the sale of most types of securities, including stocks, bonds, and mutual funds. More advanced licensing is required for the sale of derivatives and commodities. Completion of a mutual funds course allows the adviser to sell mutual funds only, excluding certain types of very specialized funds and importantly, ETFs - although recently non-securities licensed financial advisers have gained access to ETFs through new mutual fund products. The third possible license is the exempt securities license.

In many, but not all cases, licensing requires the support of a dealer or insurer. It is also mandatory for advisers to carry Errors and Omissions Insurance. The term financial adviser can refer to the entire spectrum of advisers. In general, the industry in Canada is segmented into three channels of advisers: MGA, MFDA and IIROC. However, there is little regulatory control exercised over use of the term, and, as such, many insurance brokers, insurance agents, securities brokers, financial planners and others identify themselves as financial advisers.

Many financial advisers in Canada are also financial planners. While there are numerous financial planning designations, the most common is the Certified Financial Planner designation although the Personal Financial Planner designation is also popular in Canada. There is no regulation, outside of Quebec, of the term "Financial Planner".

United Kingdom

There are three main bodies awarding qualifications for financial advisers in the UK. The main one is the Chartered Insurance Institute, which offers professional financial services qualifications all the way from beginner to degree levels. The IFS School of Finance offers alternative courses/qualifications in certain specialist areas such as mortgages and equity release. The Institute of Financial Planning offers the Certified Financial Planner.

In the United Kingdom investment advice is given either by a financial adviser or a stock broker.

Financial advisers need to pass a series of exams and receive a Certificate in Financial Planning (previously the Financial Planning Certificate) or the Certificate for Financial Advisers, and also authorised by the Financial Services Authority, a UK government qango that must be satisfied the adviser is a “fit and proper person” before they may practice.

This is to be replaced in December 2012 with a new standard of qualification classed as Diploma and all existing advisers will have to attain the new qualifications to be able to continue to give advice going forward. Typically a diploma or higher qualified adviser will have Dip FA or Dip PFS after their name.

Financial advisers are either tied, multi-tied, independent, or fee-only.

As the classifications suggest, tied advisers can only recommend 'financial products' marketed by the company they represent. Typically that company employs them but in some cases they work for that organisation under a type of self-employed contract that usually precludes other paid work.

Multi-tied agents perform a similar role, except they represent a number of different companies. This is sometimes referred to as the panel system. Tied and multi-tied advisers are nearly always rewarded via commission, though in some cases (and if the adviser is employed rather than self employed) commission may be expressed in notional terms to justify a salary.

An Independent Financial Adviser must offer advice on all 'financial products' on the market (which carry commission) and, in addition, must offer clients the choice of paying a fee for advice about a product or products, rather than being remunerated commission from the financial institution that is promoting the product.

A Fee-only financial adviser designs bespoke solutions, and often by investing directly removes marketing commissions and charges from the costs that clients would otherwise pay. Fee-only advisery firms tend to accept a professional duty of care.

In the UK there has been much debate in the media about the effectiveness of financial advisers, especially in situations where there is perceived bias toward 'financial products' that carry commission.

''Best advice'' is a concept which was never more than a heading in the FSA / PIA / NASDIM regulations (and is now withdrawn in favour of the 'appropriate' standard) and which refers to the general obligation under Contract Law (Agency) that a broker has to find the correct 'financial product' to match a client 'need'. A provider firm must not make a recommendation unless it has a suitable product to offer. If it offers no suitable products then none should be recommended. A multi-tied firm must not make any recommendations unless it has access to a suitable product from the providers on their panel. In the UK many believe impartial advice can be obtained only by consulting an independent financial adviser. Others believe it can only be obtained by consulting an adviser that never accepts commission.

Republic of Ireland

The QFA ("qualified financial adviser") designation is awarded to those who pass the Professional Diploma in Financial Advice and agree to comply with the ongoing "continuous professional development" (CPD) requirements. It is the recognised benchmark designation for financial advisers working in retail financial services. The qualification, and attaching CPD programme, meets the "minimum competency requirements" (MCR) specified by the Financial Regulator, for advising on and selling five categories of retail financial products:

Savings, investments and pensions,

Housing loans and associated insurances,

Consumer credit and associated insurances,

Shares, bonds and other investment instruments, and,

Life assurance protection policies.

New Zealand

The National Certificate in Financial Services [Financial Advice] [Level 5] is currently being introduced in New Zealand. All Individuates and registered legal entities providing financial services must be registered as a RFSP( Registered Financial Service Provider ) Their Directors, retail and sales staff are required to gain the national certificate.

The New Zealand Qualifications Authority (NZQA) in conjunction with industry groups via the ETITO administers a qualifications frame work for the qualification. Registrations and examinations are conducted by the ETITO. All Financial Advisers are required to register with the ETITO by March 31, 2011

The Qualifications Framework consists of a core set of competencies sets, A B C followed by 2 electives covering specialist areas such as Insurance and Residential Property Lending. Certain NZQA approved qualifications such as an Accountancy degree may exempt student from competency set A NZQA approved training in the certificate is offered by the New Zealand Open Polytechnic as well as several other accredited organizations

South Korea

In South Korea, the Korea Financial Investment Association oversees the licensing of investment advisers. There are a number of different professional certifications in this area, including Certified Securities Investment Advisor and Certified Derivatives Investment Advisor.

See also

Collective investment schemes

Socially responsible investing

References

External links

10 Questions to Ask When Choosing a Financial Planner

Becoming an investment Adviser

AAFM American Academy of Financial Management

IAIA International Association of Investment Advisers

AIFA Association of Independent Financial Advisers - UK Trade body

FSA website Financial Services Authority (UK)

IAA Investment Adviser Association

NAIFA National Association of Insurance & Financial Advisors

SEC IA Search SEC Database of US Registered Investment Advisers

SECLaw.com Financial Advisor Legal Information Center

€FPA €uropean Financial Planning Association

Category:Finance Category:Investment Category:People in finance

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