Questions tagged [incorporation]

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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 ...
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 ...
5
votes
1answer
40 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 ...
4
votes
1answer
667 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
261 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....
3
votes
1answer
54 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 ...
2
votes
1answer
104 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 ...
2
votes
2answers
142 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 ...
2
votes
1answer
160 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 ...
2
votes
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 ...
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: ...
2
votes
3answers
192 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
58 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, ...
2
votes
1answer
53 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
1answer
91 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
2answers
177 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 ...
1
vote
1answer
75 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 ...
1
vote
1answer
114 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
vote
1answer
62 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 ...
1
vote
1answer
34 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 (...
1
vote
1answer
47 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 ...
1
vote
1answer
72 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.
1
vote
2answers
127 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 ...
1
vote
2answers
829 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?
1
vote
1answer
85 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
45 views

Can Company Profits Be Split Equally Amongst Two Partners With Different Shares?

I intend to create an 'inc.' moral entity in Quebec, Canada. Can I own 75% of the shares while splitting profit 50/50 with my partner? (In a legally binding manner)
1
vote
1answer
23 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
73 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
vote
1answer
75 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?
0
votes
3answers
144 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 ...
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. ...
0
votes
1answer
123 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 ...
0
votes
1answer
61 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 (...
0
votes
1answer
94 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?
0
votes
2answers
58 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 ...
0
votes
1answer
84 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". ...
0
votes
1answer
60 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 ...
0
votes
0answers
33 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 ...
0
votes
1answer
108 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 ...
0
votes
2answers
157 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
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
1answer
93 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)...
-2
votes
2answers
101 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 ...