Corporate Law

Definition, State Laws, Publications, Organizations






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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.

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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.

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

  • Understanding E-Discovery
    Few changes to the rules of procedure have been as groundbreaking as those pertaining to discovery of electronically stored media, or e-discovery. Although e-discovery has been slow to make much impact on some areas of legal practice, its effects on litigation are beginning to spread to even the most simple of cases, requiring more and more people to form at least a basic understanding of what it is, how it works, and what their obligations could be in a lawsuit.
  • The Fallout of Arthur Andersen and Enron on the Legal Landscape of American Accounting
    It may have been a decade ago, but the fallout of the accounting scandals of the late 1990's and early 2000's continue to resonate through both of the accounting and legal professions. The largely self-regulated accounting profession has enacted numerous changes that continue to evolve in response to the scandals and pressure from government agencies and the public.
  • Intent to Use Trademark Applications
    One of the pieces of information you’ll need to disclose to the government during your trademark application process is whether or not you’re currently selling your products or services. The following article covers "intent to use" in more detail.
  • How to Write Off Expenses for Meals and Entertainment on Your Corporate Taxes
    One of the most common questions often asked of corporate attorneys by small business owners who are just setting up their first company is how to write off expenses. Usually, two of the most important expenses these people want to write off are meals and entertainment expenses.
  • State Shuts Down Crowdfunding Website SoMoLend in Ohio
    Since the JOBS Act became law, numerous crowdfunding websites have popped up on the Internet. This month, the first enforcement action was brought against a crowdfunding website.
  • The Basics of American Franchising
    Perhaps you have seen an advertisement at a restaurant suggesting that you can open your own franchise and make a lot of money. Or, have you seen an advertisement on TV or the Internet talking about franchising opportunities? Or has someone approached you about buying into a multilevel marketing franchise? Whatever the situation, an understanding of what franchising is and its legal ramifications can be important for a successful business.
  • Crowdfunding, Crowdinvesting, Kickstarter, and the JOBS Act
    In 2012, the US federal government passed a bill called the JOBS act. Among its provisions was one allowing for small investments in exchange for equity in that company or project without having to go through the SEC or qualify as an investor. What is the difference between crowdinvesting and crowdfunding, what is Kickstarter, and how does it all work from a legal standpoint?
  • Suggestions for Those About to Take Part in a Deposition
    The purpose of a discovery deposition is for an attorney or a party in a case to find out as much as they can about the facts of a law suit. If you are a party to the case, you will likely have a good idea of what to expect, ideally through the advice of your attorney. But, if you are either unrepresented or not a party to a case, this guide should help you understand how to behave, what is at stake, and what your obligations are.
  • The Types of Business Entities Available in California
    Building a business is both an exciting and extremely stressful time and selecting the appropriate legal form for your business can be a difficult choice. In California you have five different types of business entities to choose from and forming the correct business entity at the beginning will save you both time and money.
  • Buy-in and Buy-out of Accountants to an Accounting Group
    Accountants come and go from larger accounting groups. When an accountant enters a practice as a shareholder or partner, the practice should prepare for the accountant's exit. The exit is inevitable. In this article, I give one simple rule for structuring the accountant’s buy-in to a practice and the later buy-out of the accountant's shares from the practice.
  • 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.