Biz Law Chapter 11

corporation as a legal person

A Corp is a separate legal entity. Corp. Are treated as artificial persons created by the state that can sue or be sued in their own names, enter into and enforce contracts, hold title to and transfer property and be found civilly and criminally liable for violation of law-

corporate powers

A Corp. Has the same right to perform acts and enter into contracts as a physical person. Corp. Formed under general incorporation laws cannot engage in certain business (banking, insurance or operation public utilities). Implied powers allow a Corp. To exceed its express powers in order to accomplish its corporate purpose (open a bank account, engage in advertising, purchase insurance).

dissolution of the corporation

If the corp has not commenced business or issued any shares, it may be dissolved by a vote of the majority. Articles of dissolution must be filed with the secretary of state of the state of incorporation. ADMINISTRATIVE DISSOLUTION: The secretary of state can obtain adminitrative dissolution if: - The corp failed to file annual report. - Fail for 60 days to mantain a registered agent in the state. - Fail for 60 days after a change of its registered agent, to file a statement os such change - Not pay ots franchise fee - The period of duration has expired.

corporate bylaws

In addition to the articles of incorporation, Corp. are governed by their bylaws that are much more detailed than are the articles of incorp. May contain any provisions for managing the business and affairs of the Corp. that are not inconsistent with law or the articles of incorp. Bylaws are binding on directors, officers and shareholders. Bylaws govern the internal management structure of the Corp. Examp.- time and place of the annual shreholder´s meeting; time and place of annual and monthly board of director´s meetings; the required vote necessary to enact a corporate matter. The board of directors has the authority to amend the bylaws unless the articles of incorp. reserve that right for the shareholders.

characteristics of corps

Limited Liability of shareholders: Corp. Are liable for their own contracts and debts. Shareholders have only limited liability to the extent of their capital contributions and do not have personal liability. Free transferability of shares: Corp. Shares are freely transferable by shareholders via sale. Perpetual existance unless a specific duration is stated in the articles of incorporation. Centralized management. The board of Directors makes policy decisions, its members are elected by the shareholders. The directors appoint corporate officers. Together Directors and the Officers form the corportae "management".

registered agent

The articles of incorporation must identify a registered office with a designated registered agent in the state of incorp. Does not have to be the same as the corporation´s place of business.

domestic/foreign/alien corp

domestic within the state it is incorporated foreign in other states alien in foreign countries

merger

occurs when one Corp. is absorbed into another corp. and ceases to exist. The Corp that continues to exist is called surviving corp and the other is called the merged corp. The surviving corp gains all the rights, privileges, powers, duties, obligations, and liabilities of the merged corp. The shareholder of the merged receive stock or securities of the surviving. REQUIRED APPROVALS FOR A MERGER: - Recommendation of the board of directors of each corp. - Affirmative vote of the majority of shares of each corp that is entitles to vote. - Articles of Incorp or Bylaws require approval of a supramajority, 80 %. TENDER OFFER: If the board of directors of a target corp does not agree to the merger or acquisition, the acquiring corp can make a tender offer for the shares directly to the sharesholders of the target corp

articles of incorporation

the basic governing documents of a corporation. They must be drafted and filed with and approved by the state before the Corp. can be officially. Must include: - Name of Corp. - Number of shares the Corp. is authorized to issue. - The address of the Corp. and the initial registered agent - Name and address of each incorporator. May also include provisions concerning: - Period of duration - Purpose for which the Corp is organized - Limitation or regulation of the powers of the Corp. - Regulation of the affairs of the Corp The articles can be amended to contain any provision that could have been lawfully included in the original doc. It is called articles of amendment