Articles of Incorporation

News & Analysis as of

Everything You Need to Know About Forming a US Corporation (For Free!)

Lawyers are often of two minds about providing ‘free stuff.’ Some look at it as a straight economic loss; others look at it as a service that can build to something even bigger. One of my good friends was, as he has said, ‘in...more

Rejected! Mistakes with Common Corporate Filings

In addition to the embarrassment factor for counsel and the extra time and expense involved, a rejected corporate filing can throw a wrench into what would otherwise be an orderly sequence of events in a transaction. To avoid...more

Fourth Circuit: Business Judgment Rule May Not Protect Bank Officers in FDIC Action

Why it matters - Bank officers may be liable in a lawsuit brought by the Federal Deposit Insurance Corp. (FDIC) while the directors escaped liability, in a new ruling from the Fourth Circuit Court of Appeals interpreting...more

Justice Friedman Allows Breach of Fiduciary Duty Claim to Proceed Against Corporate Directors Under Delaware Law

In AP Services, LLP v. Lobell et. al, No. 651613/2012, 2015 NY Slip Op 31115(U) (N.Y. Sup. Ct. June 19, 2015) (argued Feb. 21, 2014), Justice Friedman, applying Delaware Law, denied a motion to dismiss plaintiff AP Services,...more

Was This Director Duly Elected Or Appointed?

Suppose that a corporation’s bylaws includes the following two provisions: 1.  The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by the Board...more

Changes to Michigan Nonprofit Corporation Act Expand Liability Protection, Authorize New Election Procedures, Ease Voting...

As you may have heard, Michigan recently enacted significant amendments to the Michigan Nonprofit Corporation Act (the "Act"). The following is a brief overview of some of the more significant of the changes effected by the...more

Court Declines To Declare “S” Corporation Shareholders’ Agreement Unenforceable

In general, shareholders of a corporation that has elected to be taxed under Subchapter S of the Internal Revenue Code are taxed on corporate profits regardless of whether the corporation makes any distribution of those...more

Delaware Corporation Law Amendments Address Fee-Shifting and Exclusive Jurisdiction Provisions

Recently enacted amendments to the Delaware General Corporation Law will prohibit the certificates of incorporation and bylaws of Delaware corporations from including "loser pays" litigation provisions with respect to...more

2015 Nevada Business Entities Law Update

The 78th Session of the Nevada Legislature made a number of changes to provisions of Title 7 of the Nevada Revised Statutes (NRS) governing business entities, including corporations, limited liability companies and limited...more

NFA Proposes Amendments to Its Articles of Incorporation

On May 29, the National Futures Association provided notice to its members of the unanimous approval by the NFA Board of Directors (Board) of proposed amendments to NFA’s Articles of Incorporation. Subject to approval by...more

4 Things to Know Before Joining a Nonprofit’s Board

You’ve been asked to serve on the board of a nonprofit organization. Congratulations—you can render a real service to the community! Attorneys do make great nonprofit directors, but before you sign on, here are four things...more

Protect Your Corporate Veil

One of the advantages of operating a business in corporate form is the protection a corporation provides to its shareholders from exposure to the corporation’s liabilities. ...more

Amendments to the Michigan Nonprofit Corporations Act

In January 2015, Governor Snyder signed Michigan Senate Bills 623, 624, and 929, which make significant revisions to the Michigan Nonprofit Corporation Act (MCL 450.2101 – 450.3192) (the “Act”). The purpose of these companion...more

Start-Up Pack (Belgium)

In This Issue: - Welcome - An introduction to key legal documents for start-ups - Glossary of useful venture capital and company terms - A step-by-step guide to setting up a company in Belgium - A shareholders’...more

Delaware (again) proposes sledgehammering fee-shifting bylaws

As part of the annual update cycle for Delaware’s General Corporations Law (DGCL), the Delaware Bar has returned to last year’s controversy on fee-shifting provisions in bylaws and certificates of incorporation to propose,...more

Court Of Chancery Explains Hierarchy Of Corporate Legal Principles

This is a helpful reminder that the DGCL governs what may be in the certificate of incorporation and what may be in the bylaws. Giving one director extra tie-breaking voting rights must be in the certificate to be valid....more

Lau: BC SC Corrects Articles of Incorporation After $17.3 Million Reassessment

Many tax rectification cases address situations in which certain transaction documents contain errors that do not accord with the parties’ intent to minimize or avoid taxes. However, there are several cases in which the...more

Where Should You Incorporate?

To succeed at this, you’ll need to do two things: (1) determine the entity structure for your business (see our article Choosing the Correct Business Entity: The Basics) and, if you decide to incorporate, (2) choose a state...more

How California’s New LLC Law Will Impact Existing and New California LLCs

On January 1, 2014, California’s Beverly-Killea Limited Liability Company Act (“Old Act”) was superseded by the California Revised Uniform Limited Liability Company Act (“New Act”). California legislators were concerned that...more

Why A Form LLC-1 May Be Only Half Right

Under California’s new Revised Uniform Limited Liability Act, an LLC is formed when the California Secretary of State’s Office files the articles of organization. Cal. Corp. Code § 17702.01(d). Only five items of...more

Applying a Legal Bandaid to Defective Acts: Delaware Law Creates New Procedures to Ratify Defective Corporate Acts

On June 30, 2013, the State of Delaware amended the Delaware General Corporations Law (the “DGCL”) to include two new sections, Section 204 and Section 205 (together, the “Ratification Provisions”). Set to take effect on...more

Delaware Law to Provide for Ratification of Defective Corporate Acts as of April 1, 2014

It is quite common during the course of legal due diligence to discover that a target company has issued more stock than it had legally authorized through its certificate of incorporation. Many companies, particularly...more

What You Need to Know About S Corporations in California

Are you looking to start a new business in California? If so, you may have heard about S corporations. However, contrary to popular belief, an S corporation is not a business structure — it is a tax status. Any standard...more

Use Proper Terminology to Protect Your Personal Assets

Do you have a corporation or an LLC? How often do you use the proper name of your company (as it appears in the records of the Secretary of State)? Do you often shorten your name and omit the “Inc” or “LLC” on your...more

The Aftermath of a Section 355 Transaction

In this article: - Mechanics of Section 355 - Framework for analysis - Deviation from asserted corporate business purpose - Post-spin events involving Distributing or Controlled assets -...more

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