Questions tagged [incorporation]

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How much incentives do Delaware Registered Agents have to keep coproration owners' identities condifential?

Say Bob wants to create Acme Inc. in Delaware and keep it secret from the public who the owner/director is. He contracts Alice to be his registered agent, and she signs an NDA. Rob is desperate to ...
Greendrake's user avatar
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1 answer
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Invalid SOS number - California EDD Number Registration

I'm trying to get an EDD (employment development department) number to file with payroll, and it's asking me for my Secretary of State Identification number. I have the number, but the site isn't ...
Rob's user avatar
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5 votes
2 answers
426 views

What stops Musk from changing Tesla's incorporate location to find judges that would rule in his favor

Recently, a judge in Delaware ruled in favor of shareholders and blocked Elon Musk's compensation package. Later, Elon Musk said he would try to incorporate Tesla in Texas: "Tesla and Mr. Musk ...
maths soso's user avatar
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0 answers
40 views

Is there an equivalent of a B-corp in Ireland or Estonia?

Is there anything like a benefit corporation in the EU, particularly in Ireland or Estonia? If so, how does a B-corp or its analogue in either/each country differ from an LLC?
Mayor of the Plattenbaus's user avatar
3 votes
1 answer
139 views

What happens to contractual rights when a company dissolves?

IP rights are created by law, and continue to exist even if the person who last owned them stops existing. What about rights created under private contracts? Say I granted my former employer the ...
interfect's user avatar
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0 votes
1 answer
21 views

Restrictions on incorporating a limited liability company abroad?

Let's suppose that a country (A) adheres to the incorporation theory. Could it be, that founding a (limited liability) company in another incorporation theory country (B) by a resident of A, and ...
stf's user avatar
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1 vote
1 answer
250 views

What is the difference between the seat theory and the incorporation theory?

In corporate law, what is the difference between the seat theory and the incorporation theory? Where do I find the list of countries (jurisdictions) adhering to each?
stf's user avatar
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1 answer
90 views

What happens to a company’s ongoing contractual liabilities if the company is terminated?

ACME signs a service contract with a minimum term of 18 months. Acme then winds up and folds. What happens to a company’s ongoing contractual liabilities when the company gets terminated? Just to ...
TylerDurden's user avatar
1 vote
1 answer
81 views

Suppose I incorporate in Delaware. If I sell online services to ppl anywhere in the US, do I need to register as foreign in every state?

Suppose I incorporate in Delaware, with an agent that has a physical address there to represent the company in Delaware, and I live in California building an online service from home. First do I need ...
trusktr's user avatar
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-2 votes
1 answer
98 views

Is there any sense in which the City of London Corporation is a corporation wherein other local authorities are not also? [duplicate]

The City of London Corporation includes the word "corporation" in its name. But in the operative sense, are not all other local authorities also such “corporations”?
TylerDurden's user avatar
3 votes
1 answer
114 views

For an LLC that is not a C-Corp but taxed as a C-Corp (form 8832), does the EIN change when becoming real C-Corp?

Suppose someone creates an LLC and will not be raising funds now, and won't have other company owners yet (like a sole-proprietorship), but elects for the LLC to be taxed as a C-Corp with form 8832. ...
trusktr's user avatar
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2 votes
1 answer
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How does a body corporate get sentenced for criminal offences?

Some criminal offences specifically state that if they are committed by the officer of a body corporate then they along with the body corporate itself may be simultaneously processed against as well ...
TylerDurden's user avatar
0 votes
2 answers
378 views

What is the purpose of a Corporation Sole?

Why must an organisation represent the idea of an individual, rather than the organisation acting in its own capacity while the individual simply sits as its head? In other words, why do case workers ...
TylerDurden's user avatar
13 votes
3 answers
3k views

Employee acting illegally on direction from management

I thought of this when reading the Meta case regarding negative testing. Say a state has a law regarding data-retention of log files for banks. A manager instructs an employee to wipe drive of logs. ...
paulj's user avatar
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1 vote
1 answer
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Can a director of a for-profit corporation be unpaid, or paid a nominal salary?

If a corporation has a director who doesn't actually do much and is just there to fulfill a legal requirement, and the director does not want to be paid, is that legal? What about a $1/year salary? ...
Someone's user avatar
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1 vote
1 answer
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Company Name reservation justification [closed]

I applied for name reservation and incorporation of company here in Pakistan, suggested name got reserved but it does not have any meaning nor is a dictionary word and I selected it because the domain ...
asim's user avatar
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1 vote
1 answer
82 views

Are countries owned?

I'm trying to understand something. Businesses in the United States have one or more owners, correct? That said a business is an entity. A corporation is a person owned by many persons called ...
leeand00's user avatar
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3 votes
1 answer
602 views

Starting a Tech Company: Should I rename and reuse my existing C-Corp, or form a new one? [closed]

I have a delaware-based C-Corp formed some years ago, still in good standing, that I used to create a tech startup (never raised any funding, or generated any revenue) which I have put on hold for now....
Paul Fidika's user avatar
3 votes
2 answers
101 views

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 ...
Johann smith's user avatar
0 votes
0 answers
61 views

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 ...
CADENTIC's user avatar
2 votes
2 answers
253 views

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: ...
It'sRecreational's user avatar
1 vote
0 answers
19 views

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 ...
k'''s user avatar
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1 vote
1 answer
38 views

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 ...
Display Name's user avatar
3 votes
2 answers
108 views

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 ...
Matiss's user avatar
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-4 votes
1 answer
86 views

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?
goodlifesaveastackexchangeuser's user avatar
1 vote
1 answer
191 views

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 ...
Eskimo112's user avatar
1 vote
1 answer
51 views

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 (...
wanderingmathematician's user avatar
0 votes
1 answer
75 views

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)
ursulet's user avatar
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4 votes
1 answer
43 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 ...
Dev Null's user avatar
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2 votes
2 answers
213 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 ...
user1034912's user avatar
  • 1,501
2 votes
2 answers
685 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 ...
Libra's user avatar
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1 vote
1 answer
71 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 ...
Raplh's user avatar
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1 vote
1 answer
136 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 ...
Michael M's user avatar
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1 vote
3 answers
214 views

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?
user avatar
-1 votes
1 answer
99 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)...
erebus's user avatar
  • 440
0 votes
3 answers
184 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 ...
SapereAude's user avatar
1 vote
1 answer
101 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 ...
Ryan's user avatar
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0 votes
1 answer
40 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. ...
Ryan's user avatar
  • 111
2 votes
1 answer
916 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 ...
SDH's user avatar
  • 25
0 votes
1 answer
447 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 ...
Outsider's user avatar
  • 206
10 votes
3 answers
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 ...
Anthony's user avatar
  • 629
0 votes
1 answer
90 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 (...
Anthony's user avatar
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2 votes
2 answers
55 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: ...
Anthony's user avatar
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32 votes
1 answer
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 ...
Anthony's user avatar
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1 vote
2 answers
155 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?
Anthony's user avatar
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2 votes
1 answer
275 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....
Outsider's user avatar
  • 206
4 votes
1 answer
723 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.
user1034912's user avatar
  • 1,501
3 votes
1 answer
63 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 ...
Anthony's user avatar
  • 629
1 vote
1 answer
81 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.
user1034912's user avatar
  • 1,501
2 votes
1 answer
60 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 ...
Anthony's user avatar
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