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.

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  • 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

  • Business Disputes in San Diego
    Bringing a Business Lawsuit Before a San Diego Court Can Take a Year or More. How are business disputes managed in San Diego? What are the legal and practical realities that guide these cases? What should you look for in a business dispute resolution attorney? The first fact to consider is this: the vast majority of business disputes are settled prior to going to trial.
  • Resolving Business Partnership Disputes
    Litigation Between Co-Owners or Members in an LLC or Partnership Resolving business partnership disputes quickly and efficiently can quite literally make or break a business. When co-owners, partners or members in an LLC are involved in a dispute or litigation the entire company can be at risk. Energy that should be devoted to critical business analysis and decision making is distracted by disagreement that can quickly devolve into an open feud.
  • Of Mice and Men and Fiduciary Duties
    A short survey of Delaware and Georgia law regarding standards of care for judging decisions of members or managers when fiduciary duties have been eliminated
  • Should You Convert Your Florida Sole Proprietorship to an LLC?
    A majority of American small businesses start out as sole proprietorships; however, once these businesses are launched and growing, it could better to change or convert the business to a limited liability company (LLC).
  • Starting a Business with Your Spouse: Good or Bad Idea?
    Entrepreneurs often wonder if starting a business with your spouse as a partner in the new venture is a good idea.
  • 5 Steps for Starting Your Own Business
    Are you dreaming of starting your own business? Maybe you hate the job you have now, or just hate the effect it has on your life. Maybe it’s an overbearing boss or co-workers with whom you have nothing in common.
  • Follow Corporate Formalities to Protect Personal Assets from Business Liabilities in Florida
    Many people create corporations or LLCs, but never follow the corporate formalities – which leaves them extremely vulnerable to losing their personal property if a lawsuit is ever filed against the company.
  • Hiring Licensed Contractors
    Most of us have never hired someone to do construction work of any sort, so when the need arises to hire a contractor to make repairs or improvements on our residential or commercial property, we don’t know where to start. Beware: these are dangerous waters!
  • Letter of Intent to Purchase a Business
    So, what are the benefits of using a letter of intent when purchasing a business? This article explores that question and provides practical tips for both buyers and sellers in the context of a private sale.
  • Non-Compete Agreements in California
    A non-compete agreement or covenant not to compete is a legal agreement in which one person, usually an employee, agrees not to compete against the business for a certain amount of time. California has very specific rules regarding such agreements.
  • 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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