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Questions tagged [corporate-law]

The body of law about corporations, including mergers, acquisitions, corporate governance, corporate liability, finance, and bankruptcy. The fact that a question involves a corporation does not make it a corporate law question.

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1answer
84 views

Why is English law so important to finance?

What are the features of the English law that make it so indisposable to international finance and particularly offshore companies? I've recently bumped into this passage when reading about Cyprus, ...
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0answers
38 views

What happens if the officers of a company refuse to show up at board meetings?

Acme, Inc. is a California corporation. They have quarterly board meetings. To have a quorum, they need one of the officers to show up: the CEO, the CFO, etc. None of the officers are willing to ...
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1answer
37 views

Can a company get a certification?

A company is "an artificial entity recognized by the law as a legal person that exists independently with rights and liability"*. So the law recognises them as a person. Are they therefore allowed to ...
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1answer
62 views

What are “non-union states”?

I'm watching a lecture by Robert B Reich. He's talking about a hypothetical case in which Bob, a CEO of some corporation, wants to "move the US plant to a non-union state" to reduce wages. I ...
2
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1answer
51 views

What makes me a member of my LLC?

I had a lawyer form an LLC in New York, where I reside, that I used to buy rental property. I paid for the property using money from my personal bank account. The property deeds are in the name of the ...
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0answers
14 views

Can I register a company name in the US if there is another company in the EU with the same name?

I'd like to register a trademark here in the US for a company name (an IT consulting company) and there is another company in the EU (registered under WIPO) that has the same name but differing ...
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4answers
80 views

CEO hiring himself as a consultant

Is a CEO of a U.S. public company allowed to hire a consulting firm for which he is the sole or primary employee? Example: Suppose a compensation committee within the board of directors of company ...
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2answers
47 views

Company director resignation

If i am a director of a private limited company, can i resign from my director position using a resignation email ? Is there any chance that the company could take legal actions just because there ...
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1answer
58 views

What should I add behind the Trade Name for my Sole Proprietorship?

I am registered as a Sole Proprietorship in India to do business. I have provided a Trade Name eg. ABC So I have 2 questions: In my Terms of Service and any other legal document can I use the Trade ...
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1answer
20 views

Setting up and running a limited company (UK) remotely (EU)

I would like to ask what are the potential pitfalls of setting up and running a limited company from a different country. In particular, the company would be incorporated in the United Kingdom, and I ...
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1answer
38 views

Personal vs Corporate Liability: A Simple Example

Imagine a person, Mr. X, who says something really bad about another person. Let's say he falsely accuses him of robbing a bank and abandoning his children. In fact, he says it twice. He says it once ...
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1answer
165 views

Identifying corruption in tendering process

Under Indian law, is it allowable for a department (or department head) to bypass the a formal open "request for tender" process, by instead calling limited tender among arbitrary selected venders. ...
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2answers
42 views

Creating a LLC in Delaware when I am in California?

If I live/work in California can I create an LLC in Delaware (or possibly Nevada)? I've read that it's much cheaper and overall a better idea to have an LLC in Delaware. But I don't live out there, ...
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1answer
44 views

Can a voided option contract be transferred to a new company?

I gave a deposit of $10,000 and signed an option contract with a franchisor for a franchise to open within 12 months or the contract was void. The franchisor failed to deliver and refuses to refund my ...
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2answers
75 views

Can I establish a “one person company” in USA?

Can I establish a one person company(with no co-founders) in USA? Will this company be restricted or face barriers to grow regards to law?
2
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1answer
45 views

How much are partnerships and LLCs really taxed?

Based on the IRS website, partnerships and LLCs being taxed as partnerships appear to only file (at the federal level) 1065 forms with schedule K-1 forms (for each partner/member). If I'm reading ...
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1answer
76 views

What role does the person who signs post incorporation paperwork have in the company?

I am a minor and my mother would be signing both the incorporation documents, I am under the impression there is no problem there as she would have no role. Since she signed these documents, does she ...
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2answers
66 views

Is doing business where you live all it takes to pierce the corporate veil?

If an LLC operates from someone's home, I read (can't find source at the moment) that they want a place in their home where they exclusively work on the business (like a home office) to keep business ...
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2answers
63 views

How realistic is it to resurrect a dormant C corporation

Assume that someone formed a C-Corp around 15 years ago in Texas. Then they let it go dormant with the state by not filing any of the required paperwork nor paying any fees. The SoS of Texas lists the ...
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1answer
47 views

Piercing Corporate Veil in Texas, US

Context For this question, I'm only asking about the United States and if relevant, LLCs in the state of Texas. While reading about asset protection strategies and trying to understand corporate veil ...
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1answer
54 views

What legal entity(s) would be best for startup funded by kickstarter or other investment?

Assuming someone is going to start a business that is to design, build and manufacture a small electronic handheld device. They post campaigns on Kickstarter, Indiegogo, and other crowd-funding ...
0
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1answer
51 views

'payable in like kind'? 'non-electing' shares?

each share of Series B Preferred Stock shall, by virtue of such transaction and on the same terms as apply to the holders of Common Stock, be converted into or exchanged for the aggregate amount ...
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1answer
23 views

difference between 'assigned' and 'endorsed' in this context?

Each such notice of redemption shall be irrevocable and shall specify the date that is the redemption date, the redemption price, the number of Shares to be redeemed, the place or places of ...
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1answer
38 views

What trademark “goods/services” category is a medical device design and manufacturing company?

If my company offers an array of medical devices (and related software), do I trademark it as an 010 (based on it's flagship product) or do I trademark as an 044 (a medical service -- producing and ...
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1answer
595 views

Which companies need to comply with Sarbanes Oxley?

Some companies issue private offerings that are exempt from registration. Some register with the SEC ahead of a public offering. Some become reporting companies. When exactly does the Sarbanes-Oxley ...
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0answers
14 views

Who can investors sell to under Rule 144?

Under the United States SEC's Rule 144, investors can resell securities after one year (or six months if the company is a reporting company) as long as the issuer allows it. But to who can they ...
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0answers
11 views

What is required for a non-US citizen to be a member of a multi-member LLC?

This article lists a number of new requirements for a non-US citizen members of a single member LLC that went into effect January 1, 2017. Are there any requirements imposed on multi-member LLCs that ...
2
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1answer
76 views

How can huge company mergers that kill all competition be legal?

Disclaimer: I'm a programmer/electrical engineer and therefore a complete novice to law. My question is: how can mergers of direct competitors, each already having a dominant market oligopoly, be ...
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1answer
49 views

Can I create a second company to get rid of my partners (in this case)? [closed]

I have a doubt. After several months of working a lot and spending some money, I managed to finish a website that I would like to see as my first business. I have purchased a domain and I am about to ...
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1answer
74 views

Is the Oil Pollution Act of 1990 included in the United States Code? Why can't I find §4201?

There are numerous texts stating that there was a Section 4201 of the Oil Pollution Act of 1990 in 2010. There are also numerous texts stating that OPA 90 §4201 was amended into the United States Code....
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0answers
12 views

Proper Way to Register a Parent Company w/ Subsidiaries

Example: I want to have MyCompany Corporation but also want to have MyCompany News, MyCompany Software, Etc. Would I register the corporation then add the subsidiaries as a DBA or does each ...
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0answers
19 views

Foreclosure on a Business Loan

Assuming that the due diligence has been performed, what is involved in foreclosing on a business loan? Said business is currently owned by an investment group. That group owes two payments that ...
2
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1answer
57 views

can lawyers/senate public commitee meetings ask questions which might be covered by NDA's

I'm just taking the recent Mark Zuckerberg Senate hearings which were held in the open in the United States. Is there some sort of fine line that the Senate has to follow? Can they ask any questions ...
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1answer
55 views

In what order do collateral and guarantees pay off a defaulted loan or bond?

Company A is issued a loan that is guaranteed by Company B and is secured by liens on Company C's assets. Company A defaults on its loan. In what order are the collateral and guarantees used to pay ...
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4answers
115 views

How does shareholders' limited liability work in practice?

Given that: A shareholder in a limited company is not personally liable for any of the debts of the company, other than for the amount already invested in the company and for any unpaid amount ...
0
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1answer
29 views

Can a CEO of a C corporation who make no salary qualify unemployment benefits?

Many officers of startups do not make a salary, but they are actively working for their company. While they do have options, these options may not be worth much of anything in the beginning. If the ...
3
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1answer
30 views

Can IRS tax an offshore business operated by a non-resident alien in U.S?

The business is incorporated offshore. It is a company selling software applications. There is no office in the U.S. It has nothing to do with U.S. except: The owner of the offshore company is a non-...
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0answers
97 views

How can immigrants in the US get paid as owners of companies when they can't be paid as workers?

I have been interested in starting a company as an immigrant but don't understand what the law is for paying myself from the company or in what capacity I could legally work in the company. I have ...
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1answer
45 views

Who has authority to sign on behalf of company

When it comes to corporations, who has the authority to bind a company and what evidence should they provide to prove this please? I assume company officers do have the power, but how can this be ...
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1answer
40 views

Corporation files ch. 7 but wholly-owned subsidiary LLC does not file - how does this happen?

I have an interesting situation. I’m a customer of a US corporation through its wholly-owned LLC subsidiary (one of several). The entire corporation (including the subsidiarys) shut down operations ...
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31 views

Minority Shareholder Rights vs the Majority

Can a resolution be passed where holders of one share class (B, for example) can vote to make it possible that only class A's are diluted going forward? I believe this violates some aspect of company ...
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1answer
36 views

I am a shareholder in a Private C-Corp, what are my rights?

I am a shareholder in a private c-corp. I am trying to get financial records for the company and they are ignoring me. I believe this is my right as a shareholder. What options do I have? Am I ...
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1answer
72 views

What is the legal basis for unilateral share dilution?

As I understand it, many corporations have provisions in their articles of incorporation that allow them to issue new shares (or options) by board vote and give those shares to themselves or their ...
3
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1answer
91 views

Did the judge try to order me to pierce the corporate veil?

In a legal proceeding a couple of months ago, I was unfortunately at the disadvantage of not being represented by my attorney. (There is a reason which is unrelated to this question.) I'm not a ...
4
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2answers
408 views

Why create an intellectual property holding company as a parent, subsidiary, or separate entity?

Most of the examples of intellectual property holding companies I've seen via web searches utilize a wholly owned subsidiary of a parent company to hold IP and then lease it back to the parent company ...
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1answer
54 views

How to issue LLC membership units for each founder to own 1/3 of the company?

There are three LLC founders that each own 1/3 of the company. In the LLC operating agreement, we would would like to have 100 membership units total to represent 100% ownership of the company. How ...
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0answers
33 views

Should “LLC” be included on the sign on my business front door (California)?

Does California require that I append ", LLC" to my business name for the letters silkscreened on the front door of my business, or the building directory facing the street? Things I've read online ...
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0answers
98 views

Virginia non-stock corporate board elections

Can a non-stock corporation with one class of voting members establish two classes of Board Directors, and then tell members to vote for a certain number of nominees from each class? Is that practice ...
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1answer
51 views

How to get a proof of business address for mail forwarding service?

We would like to use mailing forwarding service as our business address in US. Banks require us to prove business address. How to get a proof of business address if we are using a mail forwarding ...
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0answers
14 views

How to legally change a business address in Delaware without owning a property?

We are a startup company (C corporation) of 3 persons (2 of us are foreigners and one from California). Right now our business address set as the foreign business address. We want to change the ...