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
- New Law to Soon Relax Texas Business Naming RulesWithout great fanfare, last June Texas Governor Greg Abbott signed House Bill 2856 into law.
- Higher Tax Liability Proposed for CryptocurrencyDue to the changes in tax law with the Administration, cryptocurrency may face higher liability in taxation as well as alter the ability to exchange and sell the online transaction without incurring a tax charge. It is important to pay attention to these laws to avoid problems with tax returns and violations of legal tax regulations.
- What Types of Businesses Entities Are There?If you are looking to start a business in the East Bay then one of the first steps involves choosing which business form best suits your needs. The most popular options include sole proprietorships, limited liability companies, and corporations
- What Source of Laws Addresses Unfair Competition?When learning how to deal with unfair competition practices, it is important to know what laws address these matters in the courts and how to deal with the issues the behavior causes to the companies. Knowing the source material is beneficial to the lawyer in leading the case, sticking liability to the defendant and pursuing compensation for the victim.
- Qualified Tax Deductions for Your Business under Section 199AThe new tax law may provide for up to twenty percent of earnings increases without paying the Internal Revenue Service for the income based on new changes in deductions and exemptions. With these possibilities, the business may increase spending or savings without the need for additional revenue or sales.
- Little Known Tax Deductions for BusinessesThere are many tips available for deducting taxes from income to save the company money, but there are many little-known ways to incorporate these deductions into tax returns for the business. Sometimes, it is important to seek out a professional to apply the deductions to the income tax statements and increase the amount of income saved from tax periods.
- LLC Bank Account: A Partner Committing FraudIf someone connected to a limited liability company is engaging in fraud or fraudulent activity, it is important to consider the possible actions available to ensure the partner not connected to the illegal actions is safe. When there is suspicion of a crime, it is crucial to gather as much evidence and details as possible for a potential arrest.
- Breach of Noncompetition Agreements in Unfair CompetitionNoncompetition agreements have use in a company to ensure that someone that is current or leaves the business is unable to compete with clients or through products. However, the use of these contractual agreements may lead to unfair competition practices for possible competing businesses or new companies in similar markets.
- What Is Innocent Spouse Tax Relief?Relief from taxation through filing with or without a spouse occurs when one person in the relationship needs protections against the actions of the other in the marriage. Any misfiling or incorrect details in income may cause serious consequences for both parties when married, and sometimes it is only the fault of one that needs addressing.
- The Basics of Franchise Tax Board PenaltiesTax returns with a franchise could lead to severe consequences when the paperwork contains errors or falsifications for yearly income and other expenses or deductions. It is imperative that the owner of the franchise discloses all information and ensures that the Internal Revenue Service has everything with all valid and correct details.
- 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.