BLW2112GreNotes1 - BLW 2112 Business Law II Proessor...

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BLW 2112 – Business Law II Spring 2004 Proessor Greenberg Notes by Adam Felsenthal BLW2112GreNotes1.pdf 4.Public corp.-government engaging in business (hospitals), public benefit. 5.Private corp.-typical for profit corporation, even traded publically. 6.Closely-held corporation-not traded publically, no IPO, NYSE, etc.-restrictions on transferability. 7.Non-profit corporations-no shareholders, instead, members, or subscribers. 8.PC-professional corporation-individual or group incorporates not in order to do major business but in order to take advantage of benefits available only to corporations, like doctors. Not all can be PCs, some become LLPs, because of that. 9.LLPs 10.S Corporation-limited liability but can be taxed like a partnership. Same paperwork for S corporation as C corporation, just extra form you file, if they approve, then can claim benefits of S, talui on IRS-federal, not states, like usual.-75 shareholders. Start with venture capitalitsts-subscription agreement is contract. Promoter has personal liability for all of those preincorporation contracts, which means need lots of $, and ask other to indemnify me for liability. Send articles of incorporation to secretary of state, he approves it, sends Certificate of incorporation. Until secretary of state sends you that certificate, you are not, and have no right to do business as, a corporation. One good thing about them checking them is that they don't engage in a substantive review, won't make phone calls to contact people to make sure of accuracy. Everyone affiliated with corporation has connection, but aren't the actual, corporatoin. Corporation exists only on paper. Day-to-day operation is contained in a separate document called the by-laws. By a partnership, it was about management-profits, etc., same thing here. Name-reservation of name Time frame-how long do you want the corporation to run for.Usually, perpetual. Ultra vires-beyond the powers of. When they find out its a ultra vires act, they'll sue the director who engaged in the ultra vires act. [missing] Issued shares- You should never have more issued shares than authorized shares. Par value-Minimum $ amount that the shares should be transferred for. If you put $50, if nobody wants $50, you might have to sell at a discount, and create watered shares. In practical terms, the corp is missing $ it really should have, shareholders kind of owe money. Later, have creditors, shareholders might be liable. Common-different classes, their features. Preferred- Registered office and registered agent, the secretary of state Name of the incorporator-the person who signs the articles and sends them-no real liability, major responsibility is to call what is known as the first organizational meeting. At that meeting, one of the things that would occur is for the incorporator to transfer
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This note was uploaded on 04/17/2008 for the course BUISINESS 2021 taught by Professor Greenberg during the Spring '08 term at Yeshiva.

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BLW2112GreNotes1 - BLW 2112 Business Law II Proessor...

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