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 ...


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 ...


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 ...


4

I assume you're talking about corporations, not LLCs ("limited liability companies"). LLCs aren't corporations and don't issue shares of stock, and in any event Facebook is a corporation. Information relating to the shares of a corporation is typically outlined in the articles of incorporation, but practices and governing law varies by state and by ...


4

B Corporation is a private certification affirming that a certain company has achieved "the highest standards of verified social and environmental performance, public transparency, and legal accountability to balance profit and purpose." It is issued by B Lab, a non-profit organization. These are the people involved in issuing a B Corporation certification. ...


3

It is certainly possible to incorporate companies with the same name in two different states. If neither company does business in the other person's state under that name, it isn't actionable for either company. If one company was already doing business under its name in a state where another company is formed under that name, it would usually be possible ...


3

Court Of Chancery The Court Of Chancery is a court decided by a bench trial (trial by just a judge), meaning no jury is involved. Companies tend to try to stay away from jury trials for a number of reasons: Juries tend to vote more sympathetically than judges Juries tend to award more money for damages jury trails can affect public opinion juries tend ...


3

So you entered a contract that was a bad deal. The law says: tough People are legally allowed to make bad deals. The law will hold you to the bad deal you made. If it only worked for good deals, no one would ever use the law because you don’t want to break a good deal. Providing it has all the required elements of a contract, it will be enforceable. Put ...


3

As is often the case, the answer is "it depends." In this case, it depends on: 1) When the condo was organized. Washington law says that all condo associations organized after July 1, 1990, "shall be organized as a profit or nonprofit corporation." Since incorporation is a legal requirement for these condos, the Board must file for incorporation, regardless ...


2

Single owner limited liability companies and single owner corporations are permitted under U.S. law and provide full limited liability protection. A single owner limited liability company is taxed either as a "disregarded entity" (a sole proprietorship if the owner is a natural person) or as a corporation, at the election of the owner. A corporation with a ...


2

Would it just be more expedient to form a new LLC or Corp? Will the SoS check the stockholders of the old C corp and disallow them to form a new corporation until the old one is dissolved or brought current? It would make more more sense to start over from scratch, even if there is a fairly efficient way of dealing with the issue at the state law level. ...


2

It's quite realistic, and fairly easy to do (whether it's inexpensive depends on how much tax the corporation owes, of course!) From the Northwest Registered Agent site (I have no affiliation with them; they're just the first relevant result): If the corporation owes taxes, or was in non-compilance, fill out Form 801, Application for Reinstatement and ...


2

This excerpt is a little bit hard to parse without knowing what kind of transaction is being referred to, but I will give it a shot. payable in kind means paid in property with no easily established monetary value, instead of stock or money or securities. For example, my uncle was once a shareholder in a wild rice distributor that ceased to be ...


2

If you form an LLC, and then someone later obtains a registered trademark in the same name, the registered trademark would be enforceable everywhere except in the markets and places where the LLC developed common law trademark rights prior to their registration. Your LLC formation would also put a bump in the road in their trademark application. You can, ...


2

For public companies this is public information (at least the financial records must be made public annually). For private companies, this information is, generally, private. I cannot speak for Canada but in Australia large corporations (>$5 million in assets or >$20 million in revenue) have public financial records. When you get a judgement debt against a ...


2

The process is broadly similar in most states although I haven't checked specifically. Essentially, someone prepares a map of the initial boundaries of the municipality and a proposed name and proposed charter to a court of general jurisdiction in that area in a petition that also recites that all requirements to form a municipality have been met, and then ...


2

Shareholder protection laws The basic defense against "just run away with the money" is the laws that prevent a shareholder paying out "common company" money to themselves personally at the expense of minority shareholders. If the company under their control violates the rights of the minority shareholder(s), they are entitled to compensation from the ...


2

See this question As a startup founder, what reasonable bylaws are commonly setup to maintain control of the board? which asks the exact opposite thing: How to keep control over a company you founded. As an investor, it would be your job to check the bylaws of the company, and if there are terms that you don't like (like an enormous payment required to get ...


2

The company is the company. It has its own legal personality. (That's why it "possesses all powers of a natural person, subject to any restrictions in the Corporations Act.") The company makes decisions and takes actions according to its constitution. Speaking of companies generally, some decisions are made by the shareholders, according to some voting ...


1

The Company is the Company Companies have their own legal personhood and they are responsible for their actions. Obviously, a company has no physical existence so it can’t act on its own - it must act through its agents, acting within their actual or ostensible authority. Actual authority means the person(s) actually have the power under the law and the ...


1

Not in australia Changes in shareholding of private companies require the approval of all existing shareholders. However, in general (for private and public companies), shares are issued for something of value to the company - cash or something else - and therefore of value to the existing shareholders. The directors (and shareholders in private companies) ...


1

Yes It’s in the Corporations Act 2001.


1

Near v. Minnesota, 283 U.S. 697 (1931) also applied First Amendment standards to an injunction, overturning the injunction and holding the state law authorizing such injunctions to be unconstitutional, at least as applied in the Near case. I believe this case was cited in New York Times Co. v. United States (the "Pentagon Papers" case). This was a case of ...


1

At least in terms of U.S. Supreme Court decisions, the earliest I know of was New York Times Co. v. United States, 403 U.S. 713 (1971), which applied the standard First Amendment test for prior restraints to the judicial imposition of injunctions.


1

My question right now, is it possible, and how, to find out what assets the corporation has? Is it even public information? There is no compulsory way of doing so in the case of a closely held private company that is for profit. Non-profit companies in Canada and publicly held companies in Canada are required to make certain public disclosures. But, there ...


1

Everything you describe as your "brand" is property: copyright in a logo and trademark in the name are known as "intellectual property." A domain name is also property. If you are the legitimate owner of property, then you can generally transfer (or license) rights to that property to another entity – a real person, or a corporation. However, if another ...


1

"My understanding is that she can form the business whenever, but she can't actually work at it unless she's authorized to work. Some time after she applies for AoS, she'll receive that authorization in the form of an EAD." - phoog


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