Corporations-fake id us

corporations: an 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. (See .) State corporation laws require articles of incorporation to document the corporation's creation and to provide provisions regarding the management of internal affairs. Most state corporation statutes also operate under the assumption that each corporation will adopt bylaws to define the rights and obligations of officers, persons and groups within its structure. States also have registration laws requiring corporations that incorporate in other states to request permission to do in-state business.

There has also been a significant component of Federal corporations law since Congress passed the , which regulates how corporate securities are issued and sold. Federal securities law also governs requirements of fiduciary conduct such as requiring corporations to make full disclosures to shareholders and investors.

The law treats a corporation as a legal "person" that has standing to sue and be sued, distinct from its stockholders. The legal independence of a corporation prevents shareholders from being personally liable for corporate debts. It also allows stockholders to sue the corporation through a derivative suit and makes ownership in the company (shares) easily transferable. The legal "person" status of corporations gives the business perpetual life; deaths of officials or stockholders do not alter the corporation's structure.

Corporations are taxable entities that fall under a different scheme from individuals. Although corporations have a "double tax" problem -- both corporate profits and shareholder dividends are taxed -- corporate profits are taxed at a lower rate than the rates for individuals.

Corporate law has important intersections with and law.

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Federal Material-fake id us

U.S. Constitution and Federal Statutes

  • U.S. Code:
    • - Securities
    • - Securities Exchanges

Federal Regulations

  • Code of Federal Regulations:
    • - Banks and Banking
    • - Business Credit and Assistance
    • - Securities and Exchange Comm'n

Federal Judicial Decisions

  • U.S. Supreme Court:
  • U.S. Circuit Courts of Appeals:

State Material

State Statutes

State Judicial Decisions

  • N.Y. Court of Appeals:
    • NY Court of Appeals:

Other References

Key Internet Sources

  • Stock Valuation:
  •  (Nolo)

Useful Offnet (or Subscription - $) Sources

  • Good Starting Point in Print: Robert W. Hamilton, , West Group (1997)

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