Closely Held Corporations - Explained
What does it mean to be closely held?
Written by Jason Gordon
Updated at April 5th, 2023
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What is a closely-held corporation?
A closely-held corporation is owned and controlled by a small group of owners or shareholders. These shareholders hold the shares of stock necessary to elect most or all of the directors. Often, shareholders in a closely-held corporation will elect themselves to serve as directors and appoint themselves as officers. Family-owned businesses commonly organize as closely-held corporations. In these entities, members of a single family own most or all of the outstanding shares. They also serve as directors and officers of the business.
Shareholders generally have limited fiduciary duties to the corporation. With a single or small group of shareholders holding a majority of the voting shares in the corporation, minority shareholders rarely have much influence in the corporation. In such instances, common law generally holds that majority shareholders have fiduciary duties to exercise care and loyalty with regard to the corporation. This is particularly true in closely-held entities. Given the difficulty of enforcing ones rights, these standards offer little protection to the minority shareholder.
- Note: In some situations, minority shareholders may be able to bring a direct action against the corporation if their individual rights are harmed. Further, they may be able to bring a derivative action on behalf of the corporation against majority shareholders who fail to exercise care and loyalty in carrying out their corporate duties. In such actions, the court may assess damages against the majority shareholders or issue injunctions to halt the harmful conduct.
Next Article: The Difference between Public and Private Companies Back to: CORPORATE GOVERNANCE
Discussion Question
Do you believe that closely-held corporations should be governed or subject to the same governance requirements as widely-held or public corporations? Why or why not? Does the close connection between shareholders and the business entity affect your opinion? Why or why not?
Practice Question
Can you identify the most profitable or heavily-capitalized, closely-held corporations in the United States?
- A closely held corporation refers to a corporation that has a limited number of shareholders. These are often private companies and their shares do not trade publically. One such company in the United States is the Hobby Lobby. This is a retail company which has its headquarters based in Oklahoma, with branches in almost all the States. As of the year 2016, the company had revenue of 4.3 billion Dollars and a recorded number of over 30,000 employees. Another such company is Cargill which is also a large private company-closely held corporation based in the United States.
Related Topics
- Corporate Governance Law (Intro)
- What is Business Governance?
- Berle-Means Thesis
- Corporate Governance Rating Definition
- Who are the members of a corporation?
- Corporate Charter
- Shareholder Register
- Common Stock
- Preferred Stock
- Par Value
- Authorized Shares
- Issued Shares of Stock
- Unissued Shares of Stock
- Outstanding Shares
- Institutional Shares
- Dual Class Shares
- What is a closely-held corporation?
- Close Corporation Plan Definition
- What is a Private Company vs a Public Company?
- What is the role and purpose of the corporation?
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- Shareholder Value
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What is the Stakeholder theory of corporate governance?
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What is the role & rights of Shareholders in the corporation?
- Shareholder Democracy Definition
- Quorum Definition
- Information Circular
- Straight and Cumulative Voting
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Statutory (Straight)
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- Changing the Voting Rules
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- Board Decision Making
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- Board of Trustees
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- Chairman of the Board
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Inside Director
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- Independent Outside Director
- Budget Committee
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- Codetermination (Foreign)
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- Chief Executive Officer (CEO)
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- Chief Investment Officer (CIO)
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Flip In Poison Pill Definition
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