lesson

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If a sole trader's bakery goes bankrupt owing $200,000, creditors can legally seize their personal home and car to settle the debt.
A limited company, however, acts as an artificial legal person distinct from its owners, completely shielding personal assets from company losses.
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How did the law create an invisible wall between an investor's personal wealth and their business liabilities?
Separate Legal Personality and Limited Liability
In 1897, the landmark UK case Salomon v Salomon & Co. formally established that an incorporated company is an entirely separate legal person from its shareholders.
Because of separate legal personality, the company enters into contracts, owns property, sues, and gets sued in its own name.
Limited liability means a shareholder's financial loss is strictly capped at the nominal value of their unpaid shares or initial equity investment.
If you buy 1,000 fully paid shares for 1,000andthecompanygoesunderwithmillionsinunpaiddebt,youloseonlyyour1,000 investment and owe nothing more.
If thousands of people own fractional parts of a company, who actually sits in the office and makes the day-to-day decisions?
Separation of Ownership and Control
In sole proprietorships, the owner is usually the manager, but large companies feature a complete separation of ownership and control.
The shareholders own the equity of the business, while the board of directors is elected to run daily operations and formulate business strategy.