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 HG.org Related to Corporate Law
- California’s “Good Faith Settlement” Law: An Example from a Recent CaseLawsuits are expensive, as we all know, and as experienced business law litigators, we frequently find ourselves advising our business clients to settle their claims, usually at some reduced value, rather than pursue expensive, distracting litigation. But sometimes, even where your adversary is willing to agree to pay a reasonable settlement amount, filing a lawsuit may be advantageous.
- Overview on Getting a Florida LLC Set UpDo you have an idea for a business and want to get started on the right track? Do you want to reduce your personal liability exposure from the business’ liability? Do you want to go into business alone or with others, and properly differentiate each other responsibilities and obligations? If so, you may want to consider setting up a limited liability company or commonly referred as “LLC”.
- Purchasing a Business with Seller FinancingIt is often the case that a purchaser of a business does not have the resources for a full cash sale and will request that the seller finance some of the purchase price. This can be advantageous for both parties, but requires that the parties consider a number of issues, as we highlight in this article.
- “Close Corporation”: Probably Not the Best ChoiceOne type of entity people sometimes ask us about is the California statutory “close corporation.” In general legalese a “close corporation” means a closely held corporation, a corporation that has only a few shareholders, usually people who work for the corporation.
- Practical Tips for Avoiding Breach of Contract LitigationTypically, most business people do not want to be in a situation where they feel compelled to get out of a contract before the end of the contract term.
- Do I Need an Operating Agreement for an LLC in Florida?In most states, including Florida, it is not required for a Limited Liability Company (“LLC”) to have an Operating Agreement, but it is always recommended to create one. The reasons are several, as we shall see below.
- Licenses and Permits for Opening a Restaurant in FloridaIf you are opening a new restaurant in Florida or are the new owner of an existing restaurant, you are required by law to obtain a business license from the Florida Department of Business and Professional Regulation’s Division of Hotels and Restaurants before you can begin operation.
- Anti-SLAPP Motions in Connection with Employment Law ClaimsEmployers and employees alike should be aware of the not-so-new litigation device known as the anti-SLAPP motion to strike. This motion, typically filed in the early stages of a case, is designed to strike a Complaint before it gets off the ground.
- SEC v. Dawn J. Bennett: From “Financial Myth Busting” To “Busted”Last fall, the SEC initiated disciplinary proceedings against financial advisor and self-proclaimed “Financial Myth Buster” Dawn Bennett, accusing her of publicly inflating her client assets under management (or “AUM”) and exaggerating her investment returns.
- 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.