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sociedad anónima cerrada

English translation: closely held/closed/close corporation

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GLOSSARY ENTRY (DERIVED FROM QUESTION BELOW)
Spanish term or phrase:sociedad anónima cerrada
English translation:closely held/closed/close corporation
Entered by: xxxBAmary
Options:
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17:53 Jul 20, 2005
Spanish to English translations [PRO]
Law/Patents - Law (general) / M&A documents
Spanish term or phrase: sociedad anónima cerrada
se constituyó una sociedad anónima cerrada en la partida..... del registro de personas jurídicas de Lima.

Muchas gracias por su ayuda
Luis Rey Ballesteros (Luiroi)
Local time: 13:02
closed corporation
Explanation:
Una sociedad anónima en la cual sólo los socios pueden tener acciones. Ni vos ni yo ni otra persona de afuera puede. También se llama "private corporation".

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Note added at 5 mins (2005-07-20 17:59:04 GMT)
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Por ejemplo, la empresa adonde yo trabajo es una \"open corporation\", cotizamos en bolsa y la gente de afuera puede comprar acciones.

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Note added at 5 mins (2005-07-20 17:59:26 GMT)
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Acá tenés una definición:
CLOSED CORPORATION
A CORPORATION owned by a few people, all or most of whom are directly involved in the conduct of the business, usually members of the management family. Differs from a CLOSELY HELD CORPORATION in that shares are not for sale to the public nor are shares held by outside investors, and there is no public market. Also called PRIVATE CORPORATION; PRIVATELY HELD CORPORATION. See also CORPORATION.


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Note added at 3 hrs 4 mins (2005-07-20 20:58:20 GMT)
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I am in Canada and our law is more similar to that in GB. Regarding your comment about the three terms being synonyms, please see http://www.rnoon.com/lawlaymen/corporations/corporations.htm...

http://www.answers.com/topic/closely-held-corporation

and

http://www.thefreedictionary.com/closely held corporation

I changed to neutral because I just saw that Termium gives the three of them as synonyms. I\'m at the office now and I don\'t have the Black\'s but I\'ll take a look when I get home. If you are right, I would have learnt something new and I will have to give you an agree!!!
Have a good evening. See you later. It\'s 5 (I\'m out of here).

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Note added at 6 hrs 23 mins (2005-07-21 00:17:43 GMT) Post-grading
--------------------------------------------------

OK, I looked at the Black\'s. I didn\'t find any direct reference about the shares being publicly traded or not, but I did find two definitions (Cabanellas and West respectivey) that back up your opinion.

When you\'re right you\'re right... what can I say? I learnt a new one. Please take a look at the glossary... :-)
Selected response from:

xxxBAmary
Canada
Local time: 14:02
Grading comment
Thanks a lot for your help!!!
4 KudoZ points were awarded for this answer

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Summary of answers provided
4 +8closed corporationxxxBAmary
5 +2close company (or) closely-held companyRebecca Jowers


  

Answers


14 mins   confidence: Answerer confidence 5/5 peer agreement (net): +2
sociedad anónima cerrada
close company (or) closely-held company


Explanation:
Both of these terms are widely used and the exact definition will depend on the jurisdiction.

Doing Business in
File Format: PDF/Adobe Acrobat - View as HTML
Smaller businesses will generally use a close company or closely held company:. • Must have at least one director ...
www.bbw.co.nz/images/pdfs/Doing_Business_in_NZ.pdf

Tax treatment of gifts and donations
File Format: Rich Text Format - View as HTML
A closely held company is defined as a company with 5 or fewer shareholders ...
If the donor is a close company, that is, under the control of 5 or fewer ...
www.pc.gov.au/study/highered/finalreport/appendixc.rtf

Companies, other than closely held companies, are eligible for a limited deduction, that is, taxable income is reduced.72 All companies are taxed at a flat rate of 33 per cent. A closely held company is defined as a company with 5 or fewer shareholders who between them control more than 50 per cent of the share capital of the company.73 Legislation currently before Parliament will allow a closely held company to claim a deduction provided the company's shares are quoted on the official list of a recognised exchange.

Tax relief in the form of a deduction is available for UK companies making contributions to charities.118 Corporate donors can deduct the amount of the contribution in computing profits for company tax purposes in the relevant accounting period. If the donor is a close company, that is, under the control of 5 or fewer persons, there are limits on the benefits that the company, or a person connected with the company, can receive.119 Other business taxpayers (sole traders and trading partnerships) are also eligible for relief for gifts of equipment or trading stock.
http://216.239.59.104/search?q=cache:3Ipyg_syEOoJ:www.pc.gov...

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Note added at 2 hrs 31 mins (2005-07-20 20:25:45 GMT)
--------------------------------------------------

Given that the translation calls for \"S.A.\", \"corporation\" might be considered more appropriate in this case than \"company\" (Although this will depend on the target audience, since in England and Wales what are called \"corporations\" in the US are called \"companies,\" and \"company\" is not used so \"generically\" as it is in the US.) But that said, had I seen your answer, I wouldn\'t have answered myself, since \"closed corporation\" is exactly the same as \"close corporation\" and \"closely held corporation.\" For that reason, I can\'t agree with your statement that \"in a closely-held company stock is publicly traded.\" Whether you prefer to call it close/closed/closely-held, these are three terms for a single type of business entity in which stock is not publicly traded. The major characteristic of a closely-held company is precisely that stock is in the hands of very few stockholders and the company bylaws generally limit the ability to freely transfer those shares. Here is the definition from Blacks Law Dictionary (7th ed.): \"Close Corporation\" A corporation whose stock is not freely traded and is held by only a few shareholders (often within the same family). The requirements and privileges of close corporations vary by jurisdiction. Also termed \'closely held corporation\' and \'closed corporation\'\". Merriam-Webster\'s Dictionary of Law has a similar definition: \"Close Corporation: a corporation whose shares are held by a small number of individuals and not publicly traded; called also \'closely held corporation.\'\" The Merriam-Webster dictionary does not use the term \"closed corporation\" and only recognizes \"close corporation\" and \"closely held corporation.\" Black\'s lists \"closed corporation\" in third place. I think Bryan Garner\'s definition helps to clarify usage: \"closely held corporation; close(d) corporation: These phrases are synonymous in denoting a company whose stock is not freely traded and is held by only a few people (often within the same family). \'Closely held corporation\' is perhaps the phrase that lawyers most commonly use, but \'close corporation\' is the most common statutory phrase in American English. In British English the term is usually \'closed corporation.\'\" (Bryan Garner. A Dictionary of Modern Legal Usage. Oxford University Press, 2nd ed. 1995, p. 163.)

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Note added at 4 hrs 5 mins (2005-07-20 21:59:17 GMT)
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I checked Canadian websites using an advanced search in Google to limit information to \".ca\" sites. It appears that all three terms are used: closely held corporations (298 hits), close corporations (126 hits), closed corporations (26 hits).


Canadian legislation governing corporations distinguishes between non-offering corporations (commonly referred to as private or closely held corporations) and public offering corporations. The number of securityholders of private or closely held corporations is generally limited to 35 or 50 (excluding certain classes of individuals such as directors or employees), the incorporating documents of such corporations generally prohibit offering securities to the public and their shares will be subject to restrictions on their transfer. Public corporations have no such limits and their shareholders can generally transfer their shares without restriction, although the corporation or significant shareholders in compliance with provincial securities laws may only offer their securities to the public.
http://www.blakes.com/english/publications/doingbusinesscana...

Financial Management
FMGT 7410 - Taxation of Close Corporations
This is an integrative tax course which requires students to examine the combined impact and timing of relevant tax statutes (i.e. income taxes, GST, PST, PTT, probate fees), and transaction costs on closely held corporations and their shareholders.
http://www.bcit.ca/study/courses/fmgt7410

As companies, trusts and closed corporations do not qualify for this concession, a time period was provided in which to transfer properties from these entities to natural persons, while qualifying for a transfer duty exemption, subject to certain requirements being met:
http://www.cahometraders.ca/news/capitalgainstax2.asp



Rebecca Jowers
Spain
Local time: 20:02
Specializes in field
Native speaker of: Native in EnglishEnglish
PRO pts in category: 2050

Peer comments on this answer (and responses from the answerer)
agree  xxxBAmary: I made another note in my section. Y van...
59 mins
  -> Thanks, BAmary, very thoughtful of you

agree  xxxAdrian MM.: Close co. is right for BE and is a UK revenue law concept and not a co. law term. Close corp. in AE. Bryan Garner is WRONG. Closed corp. is not used in BE: www.tax.org.uk/showarticle.pl?id=267
4 hrs
  -> Thanks, Tom
Login to enter a peer comment (or grade)

3 mins   confidence: Answerer confidence 4/5Answerer confidence 4/5 peer agreement (net): +8
sociedad anónima cerrada
closed corporation


Explanation:
Una sociedad anónima en la cual sólo los socios pueden tener acciones. Ni vos ni yo ni otra persona de afuera puede. También se llama "private corporation".

--------------------------------------------------
Note added at 5 mins (2005-07-20 17:59:04 GMT)
--------------------------------------------------

Por ejemplo, la empresa adonde yo trabajo es una \"open corporation\", cotizamos en bolsa y la gente de afuera puede comprar acciones.

--------------------------------------------------
Note added at 5 mins (2005-07-20 17:59:26 GMT)
--------------------------------------------------

Acá tenés una definición:
CLOSED CORPORATION
A CORPORATION owned by a few people, all or most of whom are directly involved in the conduct of the business, usually members of the management family. Differs from a CLOSELY HELD CORPORATION in that shares are not for sale to the public nor are shares held by outside investors, and there is no public market. Also called PRIVATE CORPORATION; PRIVATELY HELD CORPORATION. See also CORPORATION.


--------------------------------------------------
Note added at 3 hrs 4 mins (2005-07-20 20:58:20 GMT)
--------------------------------------------------

I am in Canada and our law is more similar to that in GB. Regarding your comment about the three terms being synonyms, please see http://www.rnoon.com/lawlaymen/corporations/corporations.htm...

http://www.answers.com/topic/closely-held-corporation

and

http://www.thefreedictionary.com/closely held corporation

I changed to neutral because I just saw that Termium gives the three of them as synonyms. I\'m at the office now and I don\'t have the Black\'s but I\'ll take a look when I get home. If you are right, I would have learnt something new and I will have to give you an agree!!!
Have a good evening. See you later. It\'s 5 (I\'m out of here).

--------------------------------------------------
Note added at 6 hrs 23 mins (2005-07-21 00:17:43 GMT) Post-grading
--------------------------------------------------

OK, I looked at the Black\'s. I didn\'t find any direct reference about the shares being publicly traded or not, but I did find two definitions (Cabanellas and West respectivey) that back up your opinion.

When you\'re right you\'re right... what can I say? I learnt a new one. Please take a look at the glossary... :-)

xxxBAmary
Canada
Local time: 14:02
Specializes in field
Native speaker of: Native in SpanishSpanish
PRO pts in category: 175
Grading comment
Thanks a lot for your help!!!

Peer comments on this answer (and responses from the answerer)
agree  Marina Soldati
5 mins
  -> Gracias, Marina!

agree  Leonor González
27 mins
  -> Gracias.

agree  Hebe Martorella
31 mins
  -> Gracias, Hebe. Cómo andás?

agree  Michele Fauble
49 mins
  -> Merci, Michèle.

agree  Gabriela Rodriguez: Saludos !!!!!!!!
1 hr
  -> Gracias, Gaby!

agree  Jane Lamb-Ruiz: and it may be time to close some questions, too..
1 hr
  -> he he...

agree  Isabel Vazquez
2 hrs
  -> Thanks, Isabel

neutral  xxxAdrian MM.: This works in the US but not in the UK. Maybe Luis should specify AE, BE or CanE etc.
4 hrs
  -> Thanks!

agree  Philippe Maillard
6 hrs
  -> Merci bien, Philippe!
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