Private company limited by shares

A private company limited by shares, usually called a private limited company (Ltd.) (though this can theoretically also refer to a private company limited by guarantee), is the private limited type of company incorporated under the laws of England and Wales, Scotland, that of certain Commonwealth countries and the Republic of Ireland. It has shareholders with limited liability and its shares may not be offered to the general public, unlike those of a public limited company (plc).

"Limited by shares" means that the company has shareholders, and that the liability of the shareholders to creditors of the company is limited to the capital originally invested, i.e. the nominal value of the shares and any premium paid in return for the issue of the shares by the company. A shareholder's personal assets are thereby protected in the event of the company's insolvency, but money invested in the company will be lost.

A limited company may be "private" or "public". A private limited company's disclosure requirements are lighter, but for this reason its shares may not be offered to the general public (and therefore cannot be traded on a public stock exchange). This is the major distinguishing feature between a private limited company and a public limited company. Most companies, particularly small companies, are private.

Yūgen gaisha

A yūgen gaisha or yūgen kaisha (Jp. 有限会社, lit. "limited company," abbreviated in English as Y.K. or as wasei-eigo Co., Ltd.) is a form of business organization in Japan.

Yūgen gaisha are based on the German GmbH and were implemented in Japan in the Limited Company Act (有限会社法) of 1940. Companies Act, implemented on May 1, 2006, replaced the yūgen gaisha with a new form of company called gōdō gaisha, based upon the American limited liability company. Following the implementation, no new YKs were allowed in Japan, but pre-existing YKs were allowed to continue their operations as kabushiki gaisha under special rules.

Whether the term is pronounced as yūgen gaisha or yūgen kaisha is up to the local dialect or the company's preference when it is part of the company's name. While it is pronounced yūgen gaisha in standard Japanese, the alphabetic abbreviation is always Y.K. by standard.

Structure

As of 2005, a Y.K. can have up to 50 investors, called members (社員, shain). The members were required to provide at least ¥3 million in capital contributions, with each investment unit (持分, mochibun) valued at no less than ¥50,000. The minimum capital amount was much more permissive than the ¥10 million minimum for a kabushiki gaisha. A Y.K. was also not required to issue certificates for investment units, whereas stock certificates were required for a K.K.