Articles of Incorporation, also known as a corporate charter, are a set of formal documents filed with a government body to legally document the creation of a corporation in the United States.
The Business Judgment Rule provides courts' deference to the good-faith operations and transactions of a corporation by its executives. It ensures that reasonable decisions, even if not the most profitable, are protected from legal challenges by disgruntled parties.
Complete Liquidation refers to a series of distributions that redeem all the stock of a corporation under a specific plan.
A corporation is a legal entity composed of individuals that acts as a single entity with distinct legal rights and liabilities, separate from its members. It can be created by various legal forms, and can either be composed of a single person or several individuals.
Doing business refers to carrying on, conducting, or managing a business. A corporation is considered to be doing business in a state if it performs the ordinary functions for which it was organized or engages in activities that subject it to the laws and jurisdiction of that state.
A domestic corporation or partnership refers to a business entity created or organized within the United States or under the laws of the United States or any state. Such entities are subject to federal and state regulations specific to domestic businesses.
Foreign companies are corporations or businesses that are registered, operate, or have authorization to conduct commercial activities in a country other than their country of origin. These entities are important players in the global economy and international trade.
A foreign company, or overseas company, is a company incorporated outside the UK but has a subsidiary or established place of business within the UK. These companies are subject to provisions of the Companies Act 2006 relating to registration, accounts, constitution, directors, name, etc.
An illegal dividend is a dividend declared by a corporation's board of directors in violation of its charter or state laws, typically including dividends paid out of capital surplus or those that would render the corporation insolvent.
A Limited Company (Ltd.) is a legal business entity structure characterized by providing limited liability to its shareholders and often being managed by directors. Limited companies are separate legal entities, meaning their assets and liabilities are distinct from those of their shareholders.
Limited liability is a legal principle whereby a company's owners and shareholders are protected from being personally liable for the company's debts and liabilities, limited to the amount of their investment.
The Objects Clause was a part of a company's articles of association outlining the purposes for which the company was established, but this requirement was removed by the Companies Act 2006.
Piercing the corporate veil refers to the legal decision to hold shareholders or directors personally liable for the debts and obligations of the corporation. This process is invoked by a court to disregard the separate legal corporate entity status typically afforded to corporations.
Quorum is the minimum number of members of a body who must be present for the group to legally transact business.
Legislation introduced in response to major corporate financial scandals to enhance corporate transparency and accountability.
A shadow director is an individual whose directions, typically, the board of directors of a company follow, although this individual is not officially appointed as a director. Certain legal provisions, particularly those under the Companies Act, hold shadow directors accountable in similar ways to formally appointed directors.
A statutory merger refers to the legal combination of two or more corporations in which only one corporation survives as a legal entity, with all others ceasing to exist.
Statutory voting, also known as the one-share, one-vote rule, is a voting procedure commonly used in corporate elections. Each shareholder has one vote per share for each nominee for the board of directors and cannot give multiple votes to a single nominee.
Actions of a corporation that are not authorized by its charter and may therefore lead to shareholder or third-party suits.
The process of liquidating a corporation, involving the collection of assets, payment of expenses, satisfaction of creditors' claims, and distribution of remaining assets to shareholders.
