Corporate Law

Definition, State Laws, Publications, Organizations

Corporate Law (corporations law, company law) deals with the formation and operations of corporations and is related to commercial and contract law. A corporation is a legal entity created under the laws of the state it’s incorporated within. State laws, which vary from state to state, regulate the creation, organization and dissolution of their corporations. A corporation creates a legal or “artificial person” or entity that has standing to sue and be sued, enter into contracts, and perform other duties necessary to maintain a business, separate from its stockholders.

Corporations are taxable entities, which shields the individual owners or shareholders from personal liability for the liabilities and debts of the corporation, with some limited exceptions – such as unpaid taxes.

Corporations are often used in tax structuring, as they are taxed at a lower rate than individuals. Until formally dissolved, a corporation has perpetual life; the termination or deaths of officials or stockholders does not alter the corporate structure. States have registration laws requiring corporations that incorporate in other states to request permission to do in-state business.

There are also federal laws relevant to corporations. Corporations in certain industries are subject to federal regulation and licensing, such as communications and public transportation. The Securities Act of 1933, which is federal law, regulates how corporate securities (stocks, bonds, etc.) are issued and sold.

Corporate law professionals are trained in the legal formation of corporations. These attorneys also construct joint ventures, licensing arrangements, mergers, acquisitions, and the countless other transactions entered into by corporations. Other areas of practice include business formations, securities law, venture capital financing, business agreements, internal forms, and business tax consultations.


Know Your Rights!

  • What Do Lawyers Look For When Evaluating Contracts?

    Corporate attorneys are frequently asked to assess various contracts that their clients bring to them. Generally, clients only want to know whether it is a “good” contract, or if it “covers everything.” But, this is only a small fraction of what an attorney should analyze. So, what do lawyers look for when evaluating contracts?

  • When a Business Folds, Who Is Responsible for Its Debts and Other Obligations?

    A common question among small business owners is who will be responsible for debts and other obligations if a business entity folds or reorganizes. Many things can happen in the life of a business entity, whether a corporation, LLC, partnership, or sole proprietorship, and this can lead to questions about who will be left holding the bag.

Articles on Related to Corporate Law

  • Forming a Medical Corporation in California
    California has specific laws that govern the formation of a medical practice or health care facility in California. The creation of the business entity requires a unique blend of corporate law experience and health care law expertise.
  • Why You Should Not Represent Yourself in an IRS Audit
    Representing yourself or your company in an audit initiated by the Internal Revenue Service (“IRS”) is likely to be an exercise in futility. The IRS employs highly skilled revenue agents who will seek to take advantage of taxpayers who, understandably, are not knowledgeable on the rights and powers of the IRS.
  • Coming Out of the Shadows: IRS’s OVDP and Streamlined Disclosure Programs
    In part because of the high levels of noncompliance with foreign tax reporting requirements (oftentimes out of innocent ignorance), the IRS has developed voluntary disclosure programs that allow taxpayers to come forward, correct their past mistakes, pay past-due taxes, and pay a set penalty (or, in some circumstances, pay no penalty).
  • Enforced Tax Collections: IRS’s Power of Lien and Levy
    The IRS collection process is a series of actions that the IRS can take to collect taxes that taxpayers owe if they do not voluntarily pay them. Generally, a taxpayer is required to pay a tax along with filing a tax return. The IRS will assess a taxpayer’s delinquent tax obligation if the taxpayer fails to pay a tax obligation when due. Subsequently, the IRS will send a notice and demand for payment to the taxpayer.
  • Debt Collectors Being Sued for Harassment
    Debt collectors sometimes use aggressive tactics to secure funds for their clients. However, if they overstep their legal bounds, they may be subject to harassment charges or other causes of action.
  • Why Should an Entrepreneur Work With An Attorney to Start Their New Company?
    Most entrepreneurs and new business owners are working on tight budget and simply want to spend the least amount of time and money selecting a business entity and getting to work. After all, isn’t it as simple as downloading a few forms, filling in the blanks and submitting the corporate documents to the Secretary of State? Why would the owners of a new company want to spend the money to consult with an attorney?
  • Resolving Breach of Contract Without Expensive and Time Consuming Litigation
    There are definitely reasons to consider filing a breach of contract lawsuit even though you intend to find another path to resolve the situation. Filing the lawsuit puts the breaching party on notice that you are serious about holding them accountable, and may strengthen their resolve to cooperate to find a positive solution to the breach.
  • Litigation in Virtual and Augmented Reality
    What the internet is today to lawyers is an established disruption of prior ways of practice. The internet has now been around long enough to where services and products have matured to make lawyers’ lives more efficient and productive.
  • Legal Considerations for Operating a Home-Based Business
    Almost half of the small businesses in the U.S. are operated from home, and that number is growing as the working population ages and changes careers. While the convenience of operating a home-based business is hard to beat, you need to be sure you are not running afoul of any local regulations or state tax laws while operating your business. Some considerations:
  • Planning for the Unplanned - Does Your Business Have an Exit Strategy?
    In an another article that I recently published, "5 Common Legal Missteps That Small Business Owners Make," I provided a general overview of each of the listed mistakes, as well as some advice for how to avoid, or overcome, them. Some of those mistakes, however, including number 2 on the list – not discussing and executing a buy-sell agreement or exit strategy – deserve more in-depth treatment and discussion.
  • All Business and Industry Law Articles

    Articles written by attorneys and experts worldwide discussing legal aspects related to Business and Industry including: agency and distributorship, agency law, business and industry, business formation, business law, commercial law, contracts, corporate governance, corporate law, e-commerce, food and beverages law, franchising, industrial and manufacturing, joint ventures, legal economics, marketing law, mergers and acquisitions, offshore services, privatization law, retail, shareholders rights and utilities.

Division of Corporations by State

Corporate Law - US

  • ABA - Model Business Corporations Act

    The laws governing every aspect of a corporation exist within the Model Business Corporation Act. The law lays out in detail the steps required to form a corporation and the reasons for which a corporation may be formed. In addition, the MBCA describes various voting procedures for making decisions and provides insight on the rights of shareholders and directors. The code provides for the rules that govern mergers and acquisitions as well as the sale and issuance of stock. The act itself has 17 chapters and covers almost 200 pages.

  • Corporate Law - Wikipedia

    Corporate law in the United States is a collection of 50 different systems of corporate law, or one law for each state. Two sources of law are, however particularly important. Firstly, the Model Business Corporation Act (MBCA), which is drafted by the American Bar Association was influential and adopted by twenty four states. Secondly, because, under the US Constitution, companies are free to incorporate in any state, regardless of whether they are doing any business there or have their headquarters there, states have competed on various rules to attract business, and many corporations found Delaware's laws and specialized courts attractive. More than half of US corporations are incorporated under the Delaware General Corporation Law (DGCL), and Delaware corporate law is particularly influential.

  • Corporations - Overview

    A corporation is a legal entity created through the laws of its state of incorporation. Individual states have the power to promulgate laws relating to the creation, organization and dissolution of corporations. Many states follow the Model Business Corporation Act.

  • Delaware General Corporation Law (DGCL)

    The Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code) is the statute governing corporate law in the state of Delaware. Delaware is well known as a corporate haven. Over 50% of U.S. publicly-traded corporations and 60% of the Fortune 500 companies are incorporated in that state.

  • Different Types of Corporations

    Anyone who operates a business, alone or with others, may incorporate. This is also true for anyone or any group engaged in religious, civil, non-profit or charitable endeavors. You do not have to be a business giant to be able to have the financial and other benefits of operating a corporation. Given the right circumstances, the owner(s) of a business of any size can benefit from incorporating.

  • Uniform Commercial Code

    The Uniform Commercial Code (UCC) is a set of suggested laws relating to commercial transactions. The UCC was one of many uniform codes that grew out of a late nineteenth-century movement toward uniformity among state laws.

Organizations Related to Corporate Law

  • National Corporate Research, Ltd. (NCR)

    National Corporate Research, Ltd. ("NCR") is a professional registered agent company that has been providing nationwide statutory representation, corporate and secured transaction services since 1980. NCR also provides legislative and government agency research services and offers a variety of services for law librarians.

  • NRAI Corporate Services

    NRAI Corporate Services located in St. Louis opened its doors in 2006 as National Corporate Services with a veteran staff which have a combined 70 years of corporate transaction expertise. Our team of industry veterans knows what to do and how to do it. We serve major law firms and corporations across the county and our daily objective is to make your day easier. We pride ourselves on offering the highest level of personalized service while delivering quick turnarounds and a more cost-effective solution to your corporate, UCC and registered agent needs.

Publications Related to Corporate Law

  • American Business Law Journal

    The American Business Law Journal (ABLJ) is a quarterly law review published on behalf of the Academy of Legal Studies in Business (ALSB). The journal explores the whole range of topics related to business and corporate law and is an essential resource for students, professors and all professionals in the field.

  • Journal of Corporation Law

    Articles cover corporate legal topics and development important to businesses, scholars and practicing lawyers.

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