Questions tagged [incorporation]
The incorporation tag has no usage guidance.
42
questions
4
votes
1answer
37 views
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 ...
1
vote
1answer
92 views
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 ...
0
votes
0answers
16 views
What is the difference between an organizational identification number and a DOS ID #?
When searching through the New York Department of State Corporation and Business Identity database, all information pages in the results have this note at the bottom:
NOTE: New York State does not ...
2
votes
2answers
95 views
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 ...
1
vote
1answer
22 views
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 ...
1
vote
1answer
67 views
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 ...
-1
votes
1answer
89 views
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)...
0
votes
3answers
135 views
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 ...
1
vote
1answer
40 views
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 ...
0
votes
0answers
50 views
Share option pool in UK template of articles of association
This is a hypothetical situation. Suppose person A wants to incorporate a company in the UK, hold all shares, and include the option to issue shares to other people, such as "late co-founder" B or ...
0
votes
1answer
32 views
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. ...
2
votes
1answer
78 views
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 ...
0
votes
1answer
79 views
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 ...
10
votes
3answers
3k views
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 ...
0
votes
1answer
43 views
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 (...
2
votes
2answers
41 views
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:
...
32
votes
1answer
6k views
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 ...
0
votes
1answer
81 views
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?
2
votes
1answer
248 views
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....
4
votes
1answer
659 views
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.
3
votes
1answer
50 views
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 ...
1
vote
1answer
63 views
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.
2
votes
1answer
52 views
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 ...
-2
votes
2answers
98 views
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 ...
1
vote
2answers
116 views
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 ...
2
votes
1answer
90 views
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 ...
1
vote
1answer
113 views
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 ...
-1
votes
1answer
80 views
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
-1
votes
2answers
51 views
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 ...
1
vote
1answer
60 views
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?
1
vote
2answers
48 views
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 ...
0
votes
1answer
74 views
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".
...
1
vote
3answers
138 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 ...
2
votes
2answers
55 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, ...
1
vote
2answers
644 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?
0
votes
1answer
103 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 ...
1
vote
2answers
165 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 ...
0
votes
2answers
152 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 ...
1
vote
1answer
84 views
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 ...
1
vote
1answer
1k views
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 ...
0
votes
1answer
44 views
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 ...
1
vote
1answer
74 views
Can an immigrant create a new business while their green card is pending?
My fiance is hoping to form a new business in the United States, but she is wondering if she can create a new business (example, LLC) while her green card is pending?
