Questions tagged [incorporation]

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Would incorporation of a right through the Privileges or Immunities Clause apply to non citizens?

Justice Thomas in his concurring opinion in McDonald v. City of Chicago suggested incorporation of the Second Amendment should be through the Privileges or Immunities Clause of the Fourteenth ...
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can a Private limited company in India be converted into NGO/section8 company?

In recent times Cloudflare converted into a non-profitable organization even though it has lots of paid and unpaid services, but it was located outside India but provides service in India. Cloudflare ...
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2 votes
2 answers
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How many people must be on the board of directors of a U.S. nonprofit organization?

Non-legally-savvy individual in Pennsylvania (PA) in the U.S. here. I've been learning a little about nonprofit corporations recently, and have had trouble finding a definitive answer to the question: ...
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1 vote
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What is penalty for not closing Delaware C-Corp?

I'm a non-US citizen and started Delaware C-Corp in Sep 2021, now I have to pay $400 franchise tax, accountant cost, and closing cost. I don't close this C-corp officially and In the future, If I have ...
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Restrictions on For-Profit Businesses Operating Similar to Non-Profits

Let's say an individual wanted to create a for-profit corporation in the Commonwealth of Massachusetts as they have evaluated the non-profit/tax-exempt options and they do not fit the business model ...
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3 votes
2 answers
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Any jurisdiction - can a company self-destruct with a by-law?

Would it be possible for a corporation or not-for-profit organization to legally include a self-destruct clause in founders agreement, by-laws, or similar binding agreement, one that can not or is ...
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Can a corporation be a minor?

If a law defines a minor as a legal person below (some age) does this mean all corporations not incorporated before (some age) years are minors? If yes who are their guardian?
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1 vote
1 answer
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What is the advantage of having a legal domicile in the Caymans?

I was researching corporate structures and stumbled upon a large Chinese company called SMIC. They are legally domiciled in the Caymans. I was wondering what the advantage for them to have a legal ...
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1 vote
1 answer
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Who holds legal rights to manage a fund's money?

Scenario: Bob, Larry, and Curly want to invest their money together. Bob will be the active investor and Larry and Curly will only contribute capital. They set up two companies: Company M (...
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0 votes
1 answer
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Can Company Profits Be Split Equally Amongst Two Partners With Different Shares?

I intend to create an 'inc.' moral entity in Quebec, Canada (corporation). Can I own 75% of the shares while splitting profit 50/50 with my partner? (In a legally binding manner)
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4 votes
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What happens to assets intended for incorporation that never forms?

I purchased two domain names with intention to use in a company with a partner. We both signed a Letter of Agreement that these domains were to be used in the not-yet-formed company, and otherwise ...
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2 votes
1 answer
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Is it a myth that a single owner LLC protect the owner's personal assets?

I own 100% ownership of an LLC. I started this LLC because everyone gave me advice that if the company is sued, the banks won't go after my car, my house or etc. As I dig deeper into the legal ...
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Can a company be held to an agreement it signed before it was incorporated?

Company X, Inc. or an entity purporting to be Company X, Inc. signed an agreement, A, with Company Y on the tenth of the month. On the fifteenth of the month, Company X filed for, and received ...
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When creditors come for assets in an LLC formed in another state, which state laws apply?

I am heavily indebted.I also want to start a business. I want to protect my assets from creditors. If I put my personal assets into my business, will they be protected? From what I understand, Wyoming ...
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Does dissolving your LLC imply it was a sham company and therefore confer liability to you as the sole member?

I've done work for a former startup client in another state (AZ) for a few years and that work has come to an end. All that contracting work was done under my LLC (in DE) specifically created for that ...
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1 vote
3 answers
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May there exist a non-voting board of directors member in the United States?

May there exist a non-voting board of directors member in the United States? Or by definition are the board of directors all voting?
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-1 votes
1 answer
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Colorado SOS doesn't take foreign credit cards. Default of acceptance?

Incorporator I. who is neither US citizen nor resident wants to incorporate a Colorado corporation which costs a filing fee of $50. The colorado secretary of state only accepts two payment methods: a)...
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How exactly is founder stock created?

Suppose that I found a C corporation, Superlative Widgets Inc., within the U.S. I would like to both fund the corporation and issue myself 100,000 shares in a way that avoids or minimizes my personal ...
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1 vote
1 answer
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Dating corporate banking resolution

I've started a US / California corporation for my company and have almost instantly come up to an issue I do not know how to address. In order to open a Bank account, the board (just me) has to agree ...
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How to handle an existing business' income and expenses when incorporating

I'm looking at incorporating my sole proprietorship as an S Corp. (An alternative I'm also looking into is an LLC taxed as an S Corp). My existing company already has income and expenses in 2020. ...
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2 votes
1 answer
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Can the same entity be a B Corp and an LLC, or an S-Corp and a C-Corp?

Fellow Lawfolk, In the United States, can a business file to be any one of the three combinations: LLC & B-Corp S-Corp & B-Corp C-Corp & B-Corp As in: Can you simultaneously be ...
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Is a stock power form the same as the stock purchase agreement?

From what I understand I need to complete the stock purchase agreement inoders to fully/legally own all shares in my company. I understand that I need to fill out some sort of form or create and sign ...
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10 votes
3 answers
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How to interpret or parse this confusing 'NOT' and 'AND' legal clause

In the following legal clause: They shall not confer the right to attend any meeting of members and to exercise one vote for every share held. Does the NOT negates both ANDs as in: They shall ...
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Who approves the creation of new shares in a Proprietary Limited Company?

I'm struggling to find a concrete answer for this. Who approves the creation of new shares in a Proprietary Limited Company? Is it the Board of Directors (through board resolution), or Shareholders (...
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2 votes
2 answers
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What does 'The Company' refer to in this proprietary ltmited company constitution?

I'm trying to understand who has the right to issue new shares in my proprietary limited company (wherther through board or general resolution). I found the following clause in the constitution: ...
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What's the difference between a share and a stock?

In my company constitution I found the following: At any time, the directors may allot and issue unissued shares subject to clause 8, or grant options over unissued shares, on any condition and ...
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Can a private company board of directors issue new shares?

If so, wouldn't this be unfair against shareholders as this would devalue their shares and voting rights?
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3 votes
1 answer
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Do I need to register for Foreign Qualification in my situation?

I am wondering if or where I need to register for Foreign Qualification: I incorporated a company as a C-corp in Delaware. I work day-to-day and have set the official HQ of the corporation in Maryland....
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4 votes
1 answer
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What laws protect minority share holders from having their share rights changed by special resolution?

A special resolution done by majority share holders can simply change the rights of certain shares and make them useless. They can reduce the share's voting rights or reduce dividend payment.
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3 votes
1 answer
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Where are Share Classes defined in an LLC?

Where are Share Classes defined in an LLC. For example, if I look at facebook's constitution at the link below, there are no definitions for share classes. I was thinking there would have been such a ...
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1 vote
1 answer
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What legal measures do venture capitalists employ to protect their investment in a startup? [closed]

Worst case founders can just run away with the money. They can also kick the VC rep from the board since they own majority share.
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2 votes
1 answer
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Does the law sets requirements for what can or cannot be inside a Company Constitution?

This is for the best interest of share holders. Say someone puts an outrageous statement in the constitution, such as making a clause that he's a permanent director on the board. This is a general ...
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-2 votes
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Ways to nullify a Golden Parachute founder? [closed]

The company founder who is utterly useless, set up a golden parachute agreement with the company. Basically, a hefty ammount is to be paid if he is terminated from the company. The ammount is ...
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2 votes
2 answers
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When was the freedom of speech part of the 1st Amendment first applied to the executive and judiciary?

the first Amendment states: Congress shall make no law respecting an establishment of religion, or prohibiting the free exercise thereof; or abridging the freedom of speech, or of the press; or the ...
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2 votes
1 answer
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In the U.S., can corporations be formed under jurisdictions at levels lower than states?

I only hear of corporations being formed under the jurisdiction of a state. Actually, they seem to come into existence when they are listed in a registry of a state, district, or territorial ...
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1 vote
1 answer
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Can a Condominium Association Incorporate Without All Owners?

If after purchasing a property in a Condominium Association, and it is discovered that the corporation was administratively "dissolved" years ago, can that association refile Articles of Incorporation ...
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-1 votes
1 answer
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How can new villages and cities be formed or incorporated within various states? [closed]

What is the process for creating new villages and/or incorporating cities within the following states? Colorado Washington Pennsylvania Kentucky Missouri New Mexico
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0 votes
2 answers
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What is the proper way of completing the stock purchase agreement? [closed]

I recently set up my company (C-Corp). In order to complete the stock purchase agreement, I had to deposit a check in the company's bank account addressed to the company. What I did: I walked into ...
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1 vote
1 answer
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What are the benefits of creating a corporation in Delaware?

More than half of public and Fortune 500 companies are incorporated in Delaware. What are the legal benefits of creating a corporation in Delaware over any other state?
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1 vote
2 answers
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How to find an information about corporate assets?

In continuation to my other question here. We are trying to prepare yourselves to file a lawsuit against one of the contractors who did a lot of damage during renovations. My question right now, is ...
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0 votes
1 answer
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What is the company structure that will effectively limit liability to the parent company, and not any of it's subdivisions?

I'm exploring different kinds of corporate structures. I'm in a unique situation where I have a very specialized construction industry but can operate under the blanket term "General contracting". ...
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2 votes
3 answers
408 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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2 votes
2 answers
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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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1 vote
1 answer
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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?
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0 votes
1 answer
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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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1 vote
2 answers
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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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2 answers
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'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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2 votes
1 answer
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Would I be infringing on a trademark if my company name is later trademarked?

If I incorporate an LLC, and then someone federally registers a trademark with that name, would I be infringing on a trademark and have to change my name? Or will they be unable to register the ...
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2 votes
1 answer
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Can two LLCs use the same name if they're incorporated in different states?

I want to incorporate an LLC in a state. (From what I understand, that happens on a state level, not federal). If I incorporate in state A, someone else in state A can't create a company with the ...
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1 answer
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UK corporate law: Can I move my brand to another company?

I have a brand "ABC" and a company ABC Ltd. However I want to close ABC Ltd, open a new company XYZ Ltd, and have XYZ Ltd own the brand "ABC." Is this legally possible? What if ABC Ltd. has an ...
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