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
- Think You Got Game? Try Solving a Criminal Tax Problem.See body.
- More U.S. Taxpayers Admit to Secret Swiss AccountsWhy Swiss Bank Clients Who Can’t Stand the Heat Are Getting Out of the Kitchen.
- Home Sweet Home for International Tax CollectionRecently, I received a panicked call from a client being detained at a major metropolitan airport. The client, a nonresident U.S. taxpayer, owed money to the Internal Revenue Service. Upon investigation, I learned who was responsible for detaining him: none other than the IRS. Under what authority? A two-year-old program designed to target nonresident delinquent taxpayers who travel to and from the United States.
- Don’t Forget to Add the Salt When Cooking Up an IRS Voluntary DisclosureNew Jersey Notice of Federal Tax Change Requirements
- Section 6050I – A Weapon In The IRS’s Criminal ArsenalCongress enacted section 6050I to attack and unearth the underground economy. As enforced, however, section 6050I has been used as a weapon in the IRS’s criminal arsenal.
- $48 Million Settlement in Medicare Fraud CaseA California based nursing home operator has agreed to pay $48 million dollars in a settlement related to two whistleblower lawsuits.
- New Jersey Clamping Down on Tax Evasion Amongst Small Business OwnersThe Internal Revenue Service takes great pleasure in auditing individuals who own their own small businesses. Why target these “moms and pops?” For the simple reason that they often deal in cash and keep two sets of books. Add in possible sales tax violations and before you know it auditors from the state revenue department have joined in the action.
- Rescued From the Brink of Insanity: Practical Advice for Making the Decision to Opt Out of the OVDI - Part IIHypotheticals demonstrating when opting out is detrimental to the taxpayer.
- Rescued From the Brink of Insanity: Practical Advice for Making the Decision to Opt Out of the OVDI - Part IOpting Out: The solution for the non-willful OVDI taxpayer? Hypotheticals demonstrating when opting out is in the best interests of the taxpayer.
- Should you Incorporate your Dental Practice?What are the costs and benefits of forming a dental corporation? It’s a tough question. The answer depends on a balancing of different factors. Most of us suffer information overload not long after starting this analysis. All of the factors start swimming around in our minds and we don’t know what to think.
- 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.