Corporations are legal entities and one of several ways to structure a business. All corporate stakeholders should have a solid grasp of basic corporate governance. Owners, managers, and shareholders should understand their rights and responsibilities. Incorporators, or promoters, form a corporation by filing a certificate (i.e., articles of incorporation, charter) with a state’s department of state. Often, they choose the state that will be a company’s primary place of business. Many companies incorporate in Delaware. Its law gives management great flexibility to manage internal affairs, and the Delaware Court of Chancery has developed a vast amount of corporate law jurisprudence. (In 2002-03, I was a Chancery law clerk.) Corporations that operate outside their state of incorporation may need to register locally as a foreign corporation and pay a fee.  |
Publications >