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BL-Chapt38 - Print Chapter Page 1 of 34 Court Procedures...

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Corporations – Formation and Financing Chapter Introduction 38-1 The Nature and Classification of Corporations 38-1a Corporate Personnel 38-1b The Limited Liability of Shareholders 38-1c Corporate Taxation 38-1d Constitutional Rights of Corporations 38-1e Torts and Criminal Acts 38-1f Corporate Sentencing Guidelines 38-1g Classification of Corporations 38-2 Corporate Formation 38-2a Promotional Activities 38-2b Incorporation Procedures 38-2c First Organizational Meeting to Adopt Bylaws 38-3 Defects in Formation and Corporate Status 38-3a De Jure and De Facto Corporations 38-3b Corporation by Estoppel 38-4 Corporate Powers 38-4a Express Powers 38-4b Implied Powers 38-4c Ultra Vires Doctrine 38-5 Piercing the Corporate Veil 38-5a The Commingling of Personal and Corporate Assets 38-5b Loans to the Corporation 38-6 Corporate Financing 38-6a Bonds 38-6b Stocks 38-6c Venture Capital and Private Equity Capital 38-6d Locating Potential Investors Online Chapter Recap Page 1 of 28 Print Chapter 2010-8-30 http://atext.aplia.com/controller/ChapterPrint.aspx?isbn=0324655223&mod=0&ch=38...
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Chapter Introduction The corporation is a creature of statute. A corporation is an artificial being, existing only in law and neither tangible nor visible. Its existence generally depends on state law, although some corporations, especially public organizations, are created under federal law. Each state has its own body of corporate law, and these laws are not entirely uniform. The Model Business Corporation Act (MBCA) is a codification of modern corporation law that has been influential in the codification of state corporation statutes. Today, the majority of state statutes are guided by the most recent version of the MBCA, often referred to as the Revised Model Business Corporation Act (RMBCA). Excerpts from the RMBCA are included in Appendix G of this text. Keep in mind, however, that there is considerable variation among the regulations of the states that have used the MBCA or the RMBCA as a basis for their statutes, and several states do not follow either act. Consequently, individual state corporation laws should be relied on to determine corporate law rather than the MBCA or RMBCA. In this chapter, we examine the nature of the corporate form of business enterprise and the various classifications of corporations. We then discuss the formation and financing of today's corporation. Page 2 of 28 Print Chapter 2010-8-30 http://atext.aplia.com/controller/ChapterPrint.aspx?isbn=0324655223&mod=0&ch=38...
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38-1 38-1a 38-1b 38-1c The Nature and Classification of Corporations Corporate Personnel The Limited Liability of Shareholders Corporate Taxation Retained Earnings Offshore Low-Tax Jurisdictions A corporation is a legal entity created and recognized by state law. It can consist of one or more natural persons (as opposed to the artificial legal person of the corporation) identified under a common name. The corporation substitutes itself for its shareholders in conducting
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