What kind of company do you have?
As we form a business relationship, the question arises as to whether a single ownership or a company is necessary. For purposes of definition, a corporation is a legal entity separate from shareholders created under the authority of Congress. As a corporation, a corporation is responsible for its obligation. Shareholders are not responsible for corporate debt. The risk of shareholders is limited to investment amount. Ownership of a corporation is represented by freely transferable shares. Corporate management management focuses on the board of directors and officers who act under the authority of the board of directors. Although shareholders generally elect a board of directors, they can not control the activities of the board of directors, they do not have the power to manage corporate management.
Companies have distinct differences from partnerships. The partnership complies with the Unified Partnership Act (UPA). Partnership is not a corporate entity but a group of two or more people engaged in business. For corporations, shareholders have limited investment. In the partnership, each partner has unrestricted personal responsibility for all the obligations of the partnership. Before deciding partnerships or legal entities, please know your goals and what you want and research each (see the chiropractic products partnership article in March 2003).
A corporation as a corporation despite the death or inability of shareholders can have a permanent duration. The partnership can not be permanent. In the event that a corporation goes bankrupt, the debt owed by the corporation may be subordinate to the debtor under certain circumstances. This means that shareholders must pay debts before they can get the money. This occurred in the case (Taylor v. Standard Gas and Electric Corporation) and is called "deep rock doctrine". The establishment or organization of the company will be completed under the provisions of the state "general law" or "business law" you incorporate. Ordinarily, a corporation is organized by executing and submitting "product certificate" of establishment by a person constituting a corporation. In the article, the name of the shareholder, the address and name of the registered company, the name and address of each person making up the company must be indicated. As for the option provision,
1. Purpose of establishment
2. Name of Board of Directors and Management
3. The nominal value of shares or class shares.
A corporation can engage in legal work without specifying a long list of corporate objectives. Most states give certain authorities to all companies, but those without authority are listed in the article, but in general the company is growing as follows.
1. Pure presence
2. Having the ability to file litigation and litigation
3. I have a seal of a company
4. Acquisition, possession and disposal of individuals and real estate
5. Appoint an officer
6. Adoption and revision of law
7. Do business internally and externally
8. Make a contract
9. Make a donation
When a company acts beyond purpose and authority, it is called "super Vires". This is not a legal obligation of tort, but it can not escape civil damages by asserting that there is no legal authority to conduct misconduct. This also applies to criminal charges. A corporation must act within its authority and purpose as stated in the statue of the state. Most provincial statutes prohibit the use of Ultra Vias in litigation between contract parties. However, if the contract is concluded and the company is damaged, you can claim damages beyond its authority for officers or directors. Shareholders may raise derivative lawsuits if the corporation does not file a lawsuit. A country may sue a corporation to conduct unfair trade. In the event that the victorious party wins, you have the right to compensatory damages.
Management and control:
Generally, the authority to manage a corporation belongs to the board of directors, not to shareholders. Shareholders can not order the board of directors to take certain actions in the management of the company. However shareholder approval is required for some fundamental changes, including amendments to the company's terms, mergers, the sale of real assets and the dissolution of companies. Shareowners also have the authority to dismiss the directors for 'cause'. Shareholders also have the following rights:
1. Ratify specific types of managed transactions
2. Adopt unconstrained resolution
3. Right to adopt and amend laws and regulations
"Closed" corporation is defined by the ownership of a small number of shareholders, there is no general market for shares, there is a restriction on the transfer of shares, and special rule of governance is adopted. In this respect, close companies are like partnerships. In most states, companies closer to the number of shareholders are defined. Each state changes according to its number. There are 35 Delaware shareholders in California and 30 in Delaware.
Director:
Originally, the former director was a person who established the company. Shareholders at the Annual General Meeting of Shareholders may also become the original directors unless there are other shareholders. Selected shareholders can delete only for "cause". The reason may be fraud, misbehavior or the like. Directors may remove certain reasons in the articles of incorporation by shareholders without reason.
The director to be removed is entitled to hearing before the final voting for removal is made. Although the courts generally do not have the authority to delete directors, some courts are taking the position to direct directors to a director for certain reasons, such as fraud or fraudulent acts. Each director has a relationship of trust with a corporation, and under similar circumstances, we must take care of usual cautious and diligent people. The courts differ depending on what constitutes a bad decision of executives breaking their obligations to the company. If the director does not exercise proper care, he can assume the responsibility from the losses of the company suffered as a direct and approximate result of the director's performance of his duties. In the event of an obligation being violated, injuries and causal relationships must still be indicated. There is also a criminal act that causes officers or officers to take responsibility. There are various types of enterprises you can establish. Please make sure that you set the appropriate type of company to meet your specific needs.
