42

Short answer: There is no difference. Long answer: Come, ride with me through the veins of history. I'll show you a god who falls asleep on the job. (And how can we win, when fools can be kings? Don't waste your time or time will waste you.) The word 'company' (as in a corporation) is derived from the word 'company' (as in a group of people, like the ...


25

It says They shall not confer the right [[to attend any meeting of members] and [to exercise one vote for every share held]]. The elements joined by a conjunction such as "and" should be grammatically parallel. Since the part after the conjunction is an infinitive verb phrase, the thing to which is it joined by the conjunction should also be an ...


18

Get a corporate lawyer. The standard practice is to create two LLCs (usually in Delaware, which offers some of the best protections): A holding company owned by the individuals, and an operating company, owned by the holding company. If done correctly (which is why you need a lawyer to review the creation and operating agreements) it is nearly impossible ...


18

This has very little legal effect. It means that someone forgot to update their annual registration and pay the fee and could be resolved in half an hour with a small late fee payment. It is a sign of slight sloppiness, but is only sometimes evidence of something more serious. For example, if a company moves to a new location without remembering to inform ...


11

This answer assumes Europe as jurisdiction, not the United States. This will vary wildly across jurisdictions, but given that this question is unanswered for two weeks now, I will provide an answer for Europe, specifically the Czech Republic. It will be somewhat different in other states. First, the list of criminal offenses a corporation can commit is ...


10

There are many reasons that a contract can be void or voidable. Wikipedia will give you a good rundown. The reasons which apply to contracts generally will apply to NDAs specifically. This answer focuses on non-disclosure agreements. Various legal authorities and courts have found contracts to be void in the following circumstances: 1. Crime 2. Torts 3. ...


10

I believe you are using rule of law when you mean due process. The former refers to equality before the law and the subjugation of executive government to the law while the latter refers accepted measures of justice and fairness in the administration of the law and, in the United States, to the supremacy of the judiciary over the legislature (the situation ...


10

This potentially (i.e. almost certainly) runs afoul of laws against religious discrimination. However, you can have such a requirement provided you make an accommodation for those with sincerely held religious beliefs or practices against bacon-eating. You can also have such a requirement (despite the beliefs) if not having the requirement imposes an undue ...


9

Since we have an answer for the Czech Republic, let me provide an answer for England and Wales. First, corporations as a rule should not be treated differently to natural persons. A company is a legal person, capable of being prosecuted, and should not be treated differently from an individual because of its artificial personality. [This is from ...


9

A contract agreeing to share 50% of the profits from the game with him would be legal but it would be unwise, because it could create a general partnership, depriving him of the benefits of limited liability associated with the LLC. The better course would be to amend the Operating Agreement of the LLC so that he would be a "Class B" member and to provide ...


9

You can have as many people with the same job title as you wish. You can have more than one CEO as well, although that would be weird and confusing. Nothing prohibits this and CTO isn't even a traditional and core executive title anyway. This will be confusing to everyone involved, as grammatically and in the common English language usage of the word, a ...


8

It is true that a shareholder who controls a majority of the votes can be quite powerful indeed. This is a somewhat murky area of the law, but in many cases, a majority shareholder has a fiduciary duty to do what is best for the corporation as a whole (not just the majority shareholder, but all shareholders), an obligation that logically parallels the ...


7

Courts look to primary authority first, and then to secondary authority if ambiguity remains. Primary Authority providing definition for the legal use of a word would be previous case opinions that give meaning to a word in a given context, how the word is actually defined in the statutes for the state, or, in the case of federal law, the federal statutes ...


7

First, shares are a form of raising capital. A company must have some capital, and Bob receives the shares in exchange. So it is not free (the exact minimum would depend of the requirements for incorporating). In both cases, Bob is not only a shareholder but the manager of Bob Limited. Bob will not incur liabilities for being a shareholder, but he can be at ...


6

In the United States, a defendant can only be convicted of a crime if they meet certain mens rea requirements. There are some crimes that do not have this requirement, but they are required to be less serious crimes. A corporation has no mind. It therefore cannot have a "guilty mind" required for the mens rea requirement. We have therefore developed two ...


6

An LLC is a legally distinct entity from your person. Basically, if your LLC is sued, and you lose, you can lose only what you put into your LLC. Your personal assets are untouched. A very sophisticated plaintiff may try to get around this suing both your LLC and you personally. (I've done this myself.) Even so, if you are careful to keep the business of ...


6

The UK Government released an article last year that explains some of the issues relating to ownership of copyright This article is informative. The headline point: Ownership of literary, dramatic, musical, artistic and film works created by an employee during the course of their employment, automatically vests in their employer by virtue of section ...


6

You may want to ask Reich what he personally was talking about. There is a distinction within the US between states which prohibit mandatory union membership versus allow mandatory union membership. In about half of the states, a union cannot force an employer to accept a contract which obligates that a person join the union. These are known as right-to-work ...


6

It depends How good is your (legal) English? For example, do you know the legal difference between "will", "shall" and "must"? Or, the difference between "employee", "subcontractor" and "worker"? Or the difference between "bankruptcy", "insolvency" and an "act of bankruptcy"? Contingency What are you going to put in your dispute resolution clause? Do you ...


5

This is an amusing idea, but ultimately it seems frivolous: How does one establish the physical presence of a corporation in a car? Yes, corporations have some of the legal rights and liabilities of people, but they are not people. And there are plenty of rights a person has that a corporation does not. For example (at present) a corporation can't be a ...


5

TL; DR: It is possible you might have a binding, enforceable contract. It depends on the facts. A trial court will determine the facts unless there is a settlement. Hire an attorney. 1. Contracts require certain elements in order to be enforceable. This website defines the elements of a contract to include the following: The requisite elements that must ...


5

As far as I know, the leading case on the matter is Hale v. Henkel, 201 US 43. There, the court explains While an individual may lawfully refuse to answer incriminating questions unless protected by an immunity statute, a corporation is a creature of the State, and there is a reserved right in the legislature to investigate its contracts and find ...


5

The fact that the employer has vicarious liability for acts of its employees "within the scope of employment" does not mean the employees are not also liable for their own acts. In reality, however, the employer is more likely to have insurance for such "acts or omissions" of employees. The plaintiffs can "sue everyone in sight" and let them figure out who ...


5

Some academics would describe any "non-profit" corporation that doesn't have transferrable shares as a company that owns itself. For example, the Red Cross or the United Way or Harvard University, are effectively companies that own themselves. In contrast, it would not apply to non-profits with transferrable interests such as country clubs or the New York ...


5

What you quoted does not say "a" director can appoint a director. It says "the directors", plural, can appoint a director. I assume that would be by a vote. Elsewhere in the document it might or might not be made clear if this requires only a majority and/or if this is only in cases to fill a vacancy.


5

A corporation that is incorporated in Delaware is a foreign corporation in Maryland and not Delaware. Since it sounds from the question that this corporation regularly conducts business in Maryland ("work day-to-day" and "official HQ" in Maryland), it almost certainly is required to register for foreign qualification in Maryland. In Maryland, "a foreign ...


5

"Not" negates the entire following clause. It can be paraphrased as "They shall not confer the right to attend any meeting of members, and they shall not confer the right to exercise one vote for every share held". Observe that each of the praphrased clauses is sensible and grammatical. Compare that to the interpretation where "not" modified just the first ...


5

You don’t need a company to run a business As an individual (sole-trader) you can operate a business, hire employees and contractors and do everything else a business does. The purpose of a company is to separate and protect your personal assets from your business assets. As a sole-trader you are personally responsible for all the liabilities of the ...


4

Placing assets (real or otherwise) in a holding company separate from the operating company serves a number of purposes. It is a form of insolvency insurance; creditors of the operating company have no recourse on the assets of the holding company. It can be a tax minimization mechanism: The holding company charges a licence fee to the operating company, ...


4

Nothing is going to explicitly say that this is authorized — it's allowed because it isn't forbidden by any of the following: The Dodd-Frank Act Sarbanes-Oxley The Securities Exchange Act (1934) The SEC rules The specific NASDAQ listing standards NASDAQ (and NYSE) has requirements for independent directors and committees (from outside of management), ...


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