Corporate Law


Corporate Law

Definition, State Laws, Publications, Organizations





Corporate Law Firms
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. Visit us at Google+ Copyright HG.org

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 - Definition

    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.

Division of Corporations by State

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.

Articles on HG.org Related to Corporate Law

  • Doble Taxation Treaty - Panama
    Territoriality Tax Rule or Territorially tax system means “Do not pay taxes in Panama incomes for offshore source”, is a major fiscal benefits for foreign investors, however the country was victimize for Criminal Organization, choosing our jurisdiction for laundry money activities.
  • Classifying a Physician as an Employee or a Contractor
    Most medical practices want to classify their hired physicians as contractors not employees. Contractors are cheaper and easier than employees. You don’t withhold taxes for contractors, nor do you pay benefits, workers compensation or unemployment insurance, nor must you comply with the wage & hour laws (including overtime) for contractors.
  • Classifying a Worker as Employee or Contractor
    Most businesses want to classify their workers as contractors not employees. Contractors are cheaper and easier than employees. You don’t withhold taxes for contractors, nor do you pay benefits, workers compensation or unemployment insurance, nor must you comply with the wage & hour laws (including overtime) for contractors.
  • Reduce Personal Liability from Your Business
    Here is a quick outline to help you avoid personal liability from your business. You’ll see that most of the authors advice derives from an informed use of corporations and corporate law, which is why…
  • A Long-Term Commitment of Partners in a Partnership (GbR) May Be Inappropriate - Germany
    An overly long commitment of partners in a partnership organised under the German Civil Law (GbR) that arises out of the memorandum of partnership of the GbR, can be inappropriate in some circumstances.
  • Liability of Directors in Canada - An Excerpt
    This an excerpt of the Canada chapter of International Liability of Corporate Directors, 2nd ed., Juris Publishing, Feb. 2013. Parts of the full chapter are excluded, including, offering corporations, corporate reporting, role of securities commissions, insider trading, prospectus violations, loans and liability insurance and indemnification. Please consult the full chapter. Information only not legal advice.
  • Business Succession: Examination of Any Claims to Supplement Compulsory Portions is Advisable - Germany
    Some problems can stand in the way of succession planning of a business, all the more if persons entitled to a compulsory portion are disadvantaged in the process of succession.
  • Civil Litigation Procedures in Ontario, Canada
    This summary of Civil Litigation Procedures was prepared on the on the occasion of the 2012 Annual Conference of the International Network of Boutique Law Firms in Rancho Palos Verde, CA on Oct 12-14, 2012. The law and procedure are similar but not identical in the Canadian common provinces and territories but differs in Quebec which has a Civil Code. This summary is not exhaustive and is not intended as legal advice.
  • Cyprus Developments on Banking Sector – Overcoming the Difficulties
    Cyprus is struggling with the worst crisis in its history since the 1974 invasion by Turkish military forces that divided the country in two.
  • Delay in Application of Uniform Act Organizing and Harmonizing Company Accounting Systems - Democratic Republic of the Congo (DRC)
    The entry into force of the OHADA Treaty in the Democratic Republic of the Congo (DRC) resulted in the immediate application of the Treaty, its Regulations and Uniform Acts. It also led to the repeal of any DRC anterior legal instruments contrary to the Treaty and its Uniform Acts.
  • 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.