What&#39;s the difference between a share and a stock? In my company constitution I found the following: At any time, the directors may allot and issue unissued shares subject to clause 8, or grant options over unissued shares, on any condition and at any time they see fit, taking care to preserve any special rights conferred on existing shareholders. Consideration for such shares shall be as resolved by the directors. No director may issue bearer shares or stock. No director may convert shares to stock. Such share issues or allotments by the directors may be as fully or partly paid or as payment. The amount of calls or timing of calls to be paid may be differentiated as between individual shareholders. Conditions as to any special rights privileges, conditions, restrictions or limitations in regard to distributions, dividends, capital returns or voting, whether deferred, qualified, preferred, or guaranteed, may be imposed by the directors What's the difference between a Share and a Stock in this context? (I live in Australia if that matters)
Short answer: There is no difference. Long answer: Come, ride with me through the veins of history. I'll show you a god who falls asleep on the job. (And how can we win, when fools can be kings? Don't waste your time or time will waste you.) The word 'company' (as in a corporation) is derived from the word 'company' (as in a group of people, like the Company of the Ring). The word 'corporation' reflects the fact that the organisation has an independent existence for legal purposes, that is, it metaphorically has a 'body' ('corpus') or has been 'incorporated'. (If you have ever wondered why corporate culture is so boring then consider the common etymology of the words 'corporation' and 'corpse'.) Before there were incorporated companies, there were 'joint stock companies'. The term 'joint stock' referred to the fact that members of the company (analogous to what we would today call shareholders) jointly held the 'stock' (as in 'inventory') of the company. This use of the term 'stock' to describe a type of company makes no sense in today's language, but originally the term was used to distinguish a 'joint stock company' from a guild (also known as a company) where the members each maintained their own inventory. For example, in the Worshipful Company of Stationers and Newspaper Makers (the printers' guild in London, which managed censorship on behalf of the government in exchange for the right to suppress piracy), each printer had their own stock of paper and finished products; in contrast the Muscovy Company had a single stock of wool that it took over to Russia and a single stock of furs that it brought back to sell in London (the 'joint stock'). (The early joint stock companies were of course technically partnerships, which is why, in the Income Tax Assessment Act 1997, the definition of 'partnership' excludes a company and the definition of 'company' excludes a partnership, forming a neat circle which everybody ignores in practice because they want money. Incidentally, as you would imagine, a limited partnership, which may be incorporated, is a partnership rather than a company for tax purposes, unless it is a 'corporate limited partnership' in which case it is a company. But that is tax law, you must never go there Simba.) So anyway, back in the day, if you had put 10% of the capital into a joint stock company then you could be said to have a right to 10% of the 'stock' of the company. Over time, as the trade in interests in companies evolved, the term 'stock' came to refer to a member's rights in respect to the company, e.g. 'I own stock in the XYZ Company.' Since what you hold is a share in the stock of the company, it was said that the member held a 'share'. Subject to company law and the company's constitution, etc, a company could split or merge shares. So, if you had 100 shares in the company, the company might split each share into 10 shares, giving you 1,000 shares. Back before we had electronic computers and the Internet, keeping track of shares was a lot of work. If a person had 1,000 shares then you might have to move around 1,000 printed share certificates. Therefore the practice developed of converting a person's shares in a company into stock. Stock representing 1,000 shares could be documented as a single item instead of 1,000 items. (Of course, you could still sell one 1,000th of that stock if you wanted to.) Of course a shareholder could never convert their shares into stock. That would make no sense. Shares (or stock for that matter) do not exist outside of the records of the company. Therefore the company, or more precisely the directors on behalf of the company, must be the ones to convert shares into stock or vice versa. The terminology that developed, and which persists to this day outside of strict legal contexts, is: a 'share' is a single unit of ownership in the company; 'stock' is the whole of a person's ownership in the company. In Morrice v Aylmer (1875) LR 7 HL 717, the House of Lords confirmed that a bequest (in a will) of the deceased's 'shares' would imply a bequest of their 'stock'. So, even in a legal context, there's not much of a distinction. The one distinction of note is this: you cannot have partly-paid 'stock'. If shares are only partly-paid, then you have to keep track of them individually. You can't have the company converting a bunch of shares to stock, not distinguishing between which are paid up and by how much, and then converting them back into shares, with who-knows-what consequences (probably none to be frank, but we're talking about 19th-century information processing systems here). Therefore there was the rule that you can only convert shares to stock if they are fully paid-up. In Australia, in the 1995 draft of the Second Corporate Law Simplification Bill (written by the Attorney General's Department's 'Simplification Task Force') it was proposed to abolish 'stock' and force all Australian companies to convert stock into shares. This proposal became law in the Company Law Review Act 1998, and today is reflected in section 254F of the Corporations Act 2001, which says that a company cannot issue stock or convert shares into stock.
A member of the board of directors of a corporation does not have to be paid, and can likewise be paid only a nominal amount. Members of the board of directors in closely held companies are rarely paid for that service, although some pay for members of the board of directors is the norm in publicly held corporations. Most members of the board of directors in closely held companies are managers, owners, or representatives of owners of the company, who derived economic rewards from the company primarily in those roles. Compensation for outside directors in publicly held companies reflects the fact that these directors, collectively, typically own only a tiny percentage of the stock of the company upon whose board they serve and by definition are not employed by the company in another capacity. So, the value of their contributions is often not fully captured by other means of receiving economic rewards from the company. Payments for serving as a member of the board of directors of a corporation, at least when one is not also an employee of the corporation, are classified as self-employment income. Members of the board of directors who are not also employees of the corporation are usually considered independent contractors rather than employees.
You seem to have a fundamental (though not uncommon) misunderstanding of how companies and shares work. A company has its own finances. When a company purchases something it doesn't have a whip-round from its shareholders- it uses company money. You certainly could create a company to manage the domain name and charge the family to use it, along with all the paperwork and costs that entails. The company would pay for the domain name. This would accomplish absolutely nothing. In the bus scenario the company would be passed according to your will (or to your next of kin) and you would have the same problem. If nobody knows the password, nobody can access it.
The German law mandates minimum notice periods for work contracts. But there is no restriction on maximum notice periods, as long as the employee does not have a longer notice period than the employer (§622 BGB de|en). So yes, in theory you could negotiate that the company is not allowed to fire you in the first 4 years. But I would find it unlikely that they would agree to that. When the stock options are really your only reason why you want to avoid getting terminated in the first 4 years, then they are more likely to be open to negotiations about the stock option clause than about the termination clause.
A person can be a shareholder or director of a UK company without being in the UK. Being a shareholder or director of a UK company does not give a person a right to be in the UK. The 3C leave extension is unrelated to this. A person with 3C leave may remain in the UK on that basis regardless of whether the person is a shareholder or director of a company. Attending "board-level meetings" is an activity that is allowed under the visitor rules, even if the director is paid (see V4.7), so one may conclude that doing so does not constitute "work." It should therefore be permitted for someone under 3C leave even if the person is not authorized to work. Doing work for the company other than attending meetings would not be permitted until the person gains authorization to work.
does the individual have a legal case against the company? Unfortunately, no. Some details and terms you use are unclear (e.g., "phantom" equity, "manifest" core technology, and so forth), but your overall description reflects that the individual sabotaged himself by signing a contract that does not mention the promise of equity through which he was persuaded to engage. A written contract usually supersedes any prior agreement --regarding the subject matter of that contract-- between the parties. That superseding effect means that the contract formalizes or overrides, accordingly, said agreements or promises. Since the initial promises of equity are not reflected in the "interim" contract, the investor's subsequent silence upon individual's reproach/reminders is from a legal standpoint irrelevant. At that point only the terms of the contract matter. The individual might consider alleging mistake in the sense of Restatement (Second) of Contracts at § 151-154 such that would make the contract voidable and perhaps "make room" for other theories of law. However, that seems futile unless the interim contract contains language that (1) provides specific conditions for its expiration, or (2) reflects the company's [mis-]representations that induced the individual to sign it. Neither seems to have occurred in the situation you describe. There is always a possibility that the contract might favor the individual's position and he just has not noticed it. But the only way to ascertain that is by reading the contract itself.
The statement "you don't need to put it in writing" is not an instruction, and should not be interpreted as on in lieu of other evidence (e.g. the follow-up question "you don't want to get fired, do you?"). It is, at best, a recognition that your concerns have already been noted (and at worst, a ham-handed threat). In the context of an at-will non-union position, it is legal for a boss to directly demand "take it or leave it, no back-talk allowed". The reduction in salary can't go below the statutory minimum, or otherwise circumvent any laws, but assuming that the new salary is per se legal, they can demand that you accept it and not argue. If this were a government position, there is a potential (but not guaranteed) First Amendment issue.
This is a well established model in the UK. One route is the umbrella company. Y here would be the umbrella company. A would then either be providing services to Y or be employed by Y. You may be wondering what use it is if A is employed by Y. The answer here is that whilst A may not benefit from the tax treatment, X does not bear the burden of running PAYE etc. Further, because of regulations such as IR35, it may be that there is a doubt as to whether employment tax apply even if there is a contract for service. Essentially disguised employment means taxes are levied on the employer as if an employment existed; however, in this situation X has the comfort that if this arises they will (normally) fall on Y rather than X. Another route is the service company, where normally A himself will own it (or it is owned between A and A's spouse), take a combination of salary and dividends out (using two allowances if owned between spouses), and he will bill X or Y; companies exist which will perform all the necessary paperwork to do this (in which case Y is called a managed service company), as opposed to a personal service company (if A sets it up himself). It's not clear where you are based, but if you are based outside the UK (and possibly if you are inside the UK) there are accountancy companies that specialise in setting all this up.