News & Analysis as of

Incorporation

Can It Be That California, “The Biggest Loser” Is Also Number One?

by Allen Matkins on

In February, I published a post entitled Is California “The Biggest Loser”. My reference was to Professor Lynn LoPucki’s finding that “California, home to 1,210 [public] companies but state of incorporation for only 112, is...more

The Next Generation of Funds in Asia: Hong Kong’s Open-ended Fund Company

by K&L Gates LLP on

On 10 June 2016, the Securities and Futures (Amendment) Bill 2016, which introduces the legal framework for the open-ended fund company (“OFC”) regime, was enacted as an ordinance (“Ordinance”) in Hong Kong. The Ordinance is...more

One More Thing That A Limited Liability Company May Not Be Able To Do

by Allen Matkins on

California law does not permit limited liability companies to render a variety of professional services. See, Contractors Do It, PIs Do It; Why Not Real Estate Brokers? To add insult to injury, the California General...more

Doing business in the Ras Al Khaimah Free Trade Zone

by Hassan Elhais on

Major benefits of incorporating inside a free trade zone, as opposed to on the UAE’s mainland. However, in brief the companies are entitled to 50 years of zero corporate tax while still being entitled to repatriate the...more

Doing business in the Dubai Airport Freezone

by Hassan Elhais on

Major benefits of incorporating inside a free trade zone, as opposed to on the UAE’s mainland. However, in brief the companies are entitled to 50 years of zero corporate tax while still being entitled to repatriate the...more

In Case You Missed It: Launch Links - May 2016 #5

by WilmerHale on

Some interesting links we found across the web this week: - To start a real economic recovery, look to startups - A strong op-ed in The Hill this week reminded us that startups are job creators whose interests are...more

5 Reasons Why Incorporating Your Business is the Right Play

by Gray Reed & McGraw on

Agitated that the NBA is now prohibiting him from using Stickum during games (even though he’s been doing so for years), Dwight Howard wants to find a permissible product that he can use to grip the basketball.  Dwight thinks...more

SEC Adopts Rules Permitting Forward Incorporation by Reference on Form S-1 and Simplifying Disclosure Requirements for EGCs

by Ballard Spahr LLP on

The Securities and Exchange Commission (SEC) has adopted interim final rules permitting smaller reporting companies, generally companies with a public float of less than $75 million, to incorporate by reference on Form S-1...more

Restructuring Oil and Gas Partnership Debt? Tax Planning Is Key

by Latham & Watkins LLP on

Tax partnerships, including MLPs, seeking to restructure debt face peril and possibility during challenging times. With the lowest oil prices in more than a decade and the equity markets effectively closed to them, oil...more

Draft Bill on Open-Ended Fund Companies Gazetted

Following public consultation in March 2014, the Financial Services and the Treasury Bureau (FSTB) has now published the “Consultation Conclusions on Open-ended Fund Companies”, and the related Securities and Futures...more

Blog: How Many Authorized Shares Should I Use In My Certificate of Incorporation?

by Cooley LLP on

One decision to make when incorporating is “How many shares do you want to authorize?” A common misconception is that the number of authorized shares (which appears in the certificate or articles of incorporation) is...more

Successful Strategies for Doing Business in Asia: Malaysia (Updated)

WHAT ROLE WILL THE GOVERNMENT OF MALAYSIA PLAY IN APPROVING AND REGULATING FOREIGN DIRECT INVESTMENT? Regulation of foreign investment in Malaysia is done both through legislation as well as governmental policies....more

Foreign Qualification: Doing Business in Other States

You’ve formed your company in your home state and now want to do business in a different state. Or maybe, you’ve incorporated in Delaware (because you’ve heard that’s where all the corporate magic happens), even though you...more

Blog: Post-Incorporation Checklist: 10 Next Steps to Consider

by Cooley LLP on

You’ve taken the plunge and formed your business as a Delaware corporation. What do you need to do next? This post, along with the companion piece 8 Legal To-Dos Before Your First Investment, is intended to help you identify...more

Guide To Doing Business in Australia: Company Law (Updated)

COMPANY LAW - Some general matters relating to company law in Australia are discussed below. REGULATORY SCHEME - The Corporations Act principally regulates companies, their incorporation, the acquisition of...more

"Proposed DGCL Amendments to Address Fee Shifting, Forum Selection and Appraisal Proceedings"

On March 6, 2015, the Corporation Law Council of the Delaware State Bar Association announced proposed amendments to the Delaware General Corporation Law (DGCL) intended to address fee shifting, forum selection and appraisal...more

Real Estate Acquisitions in Japan

by DLA Piper on

Interest in acquiring Japanese real estate, such as hotels, office buildings and retail complexes, is increasing due to Abenomics and the depreciation of the yen against major currencies. Japan expects to have a robust estate...more

Where Should You Incorporate?

by Cooley LLP on

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

Why A Form LLC-1 May Be Only Half Right

by Allen Matkins on

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

by McDermott Will & Emery on

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

Thanks for Being a Delaware Corporation: Here Is Your $180,000 Franchise Tax Bill

by K&L Gates LLP on

Delaware is the state of incorporation for a majority of venture-backed and publicly-traded corporations. The Delaware courts have developed considerable expertise in dealing with corporate issues and there is a substantial...more

Shanghai Free Trade Zone: A Bold Work in Progress

by Benesch on

For foreign investors, one of the biggest China news stories last year was the official launch on September 29 of the China (Shanghai) Pilot Free Trade Zone (the "SFTZ"). The SFTZ has been heralded as a testing ground...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

Nonprofit Revitalization Act of 2013

by Holland & Knight LLP on

New York's Nonprofit Revitalization Act of 2013, signed into law by Governor Cuomo in December 2013, will become effective on July 1, 2014. The Act makes several major changes and additions to New York's Not-for-Profit...more

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