| Business and Corporate Law |
| Incorporation - Different Types |
| Limited Liability Company |
| The Best Structure For Your Business |
| Business Forms |
| Shareholders Agreements |
Business and Corporate Law
In the United States, business and corporate law are matters handled by the different states. The fundamental concerns of corporate law revolve around how firms are created, organized, incorporated, and dissolved, and the power to enact laws that regulate these belong to the state.
It is up to the firm to choose the state where they want to incorporate, and this chosen state becomes its legal domicile. This does not necessarily imply actual physical presence, and if the shareholders so desire, this domicile can be changed.
Corporation codes contain standard provisions that affect corporate governance, but these serve more as a guide and are flexible enough to allow firms to introduce their own provisions that suit their requirements more precisely. Under the corporation code of each state, firms are able to customize their corporate charters. Or, they could devise their charters to embody their particular requirements and then search for the state corporation code that best matches their desired charter. Experienced corporate lawyers can help you in this search.
Articles of incorporation are required under state corporation codes, to document the formal creation of the corporation and to provide the details of how the internal affairs of the firm will be managed. Business and corporate law in the state usually assume that the firm will adopt a set of bylaws that define the relations between the shareholders and the managers of a firm, including the rights, powers and fiduciary duty of directors and officers.
The state accords a legal "personality" to a corporation, making it an entity separate and distinct from its shareholders, and giving it legal standing to own property, to sue and be sued, and to execute contracts. Like individuals, corporations are subject to taxation although the schemes for imposing taxes are different. For example, corporate income may be taxed at a lower rate than individual income. Aside from state law, federal corporate laws prescribe rules on the issuance and sale of corporate securities.
Corporate law is a distinct field with many complexities, and it is always best that you consult qualified lawyers well-experienced in corporate law before you make decisions pertaining to the corporation and its relations with the state. And although it has the right to sue and be sued, a corporation cannot appear in a court of law unless represented by a duly licensed attorney.