McCallar Law firm can help you form a corporation,
restructure a corporation, create contracts and litigate
your interests in court.
corporation is a legal entity created through the laws
of its state of incorporation. Individual states have
the power to promulgate laws relating to the creation,
organization and dissolution of corporations. Many
states follow the Model Business Corporation Act.
State corporation laws require articles of incorporation
to document the corporation's creation and to provide
provisions regarding the management of internal affairs.
Most state corporation statutes also operate under the
assumption that each corporation will adopt bylaws to
define the rights and obligations of officers, persons
and groups within its structure. States also have
registration laws requiring corporations that
incorporate in other states to request permission to do
There has also been a significant component of Federal
corporations law since Congress passed the Securities
Act of 1933, which regulates how corporate securities
are issued and sold. Federal securities law also governs
requirements of fiduciary conduct such as requiring
corporations to make full disclosures to shareholders
The law treats a corporation as a legal "person" that
has standing to sue and be sued, distinct from its
stockholders. The legal independence of a corporation
prevents shareholders from being personally liable for
corporate debts. It also allows stockholders to sue the
corporation through a derivative suit and makes
ownership in the company (shares) easily transferable.
The legal "person" status of corporations gives the
business perpetual life; deaths of officials or
stockholders do not alter the corporation's structure.
Corporations are taxable entities that fall under a
different scheme from individuals. Although corporations
have a "double tax" problem --both corporate profits and
shareholder dividends are taxed -- corporate profits are
taxed at a lower rate than rates for individuals.
Corporate law has important intersections with contracts
and commercial transactions law.
CONTACT US IF YOU NEED ASSISTANCE WITH ISSUES
PERTAINING TO CORPORATE LAW.
Call us or
West Oglethorpe Avenue
P.O. Box 9026
Savannah, Georgia 31412