Are you dealing with a business law matter pertaining to a corporation? If so, it may be in your best interest to contact the Law Offices of David E Oles, LLC. As an Alpharetta business lawyer of 20 years, David E. Oles has plenty of experience with handling these types of cases. Whether you are forming a corporation or need assistance working through a complicated business dispute, you can rely on our effective counsel and tenacious advocacy!
A corporate is a fiction given legal status by the sovereign. Corporate ownership allows individual shareholders to pool resources to fund a business, and offers the benefit of limited liability to the shareholders.
At our firm, we can assist you with the following:
- Business Corporations – Business corporations are generally taxed on their earnings at both the entity level and the shareholder level. Like all corporations, business corporations must follow corporate formalities such as appointing a board of directors, executive officers, and holding annual shareholder meetings. Failure to observe the corporate formalities could expose the owners to additional liability.
- Subchapter S Corporations – Subchapter S corporations, often “close” corporations with a small number of shareholders, have special tax treatment that allows them to avoid taxation on corporate earnings. However, there are limitations on these corporations and they still require observation of all corporate formalities.
- Professional Corporations – Professional corporations are special entities created for the practice of professions such as medicine, the law, and others. Professional corporations preserve limited liability as to other shareholders and agents, but generally do not limit a practitioners liability for his or her own actions. This last requirement is intended to comply with features of licensing law that apply to practitioners.
Common Corporate Documents and Features
- Articles of Organization – To establish a corporation, there must generally be articles of organization that are filed with the state by an incorporator, and contain at least minimum legal provisions.
- Bylaws – Corporate activity is conducted pursuant to corporate bylaws, that establish such things as rules for voting by shareholders and directors, appointment and length of term for officers, and the manner in which decisions are made.
- Consents, Resolutions and Minutes – Typically corporations conduct business at meetings, and formal minutes are recorded by the corporate secretary. Modern business codes permit the drafting and execution of written consents or resolutions in place of formal in person meetings. However, such documents must meet statutory requirements to be effective.
- Annual meetings – Corporations must conduct an annual shareholder’s meeting at which they may vote for the appointment of officers, ratify executive compensation, and take other appropriate actions reserved to the shareholders. Shareholders may present matters for action. Minutes of annual meetings are recorded in the corporate record books.
- Special meetings – Corporations may hold special meetings of directors or shareholders during the year. Matters for special meetings may include voting on sale of corporate assets, selection of corporate agents, mergers and acquisitions, and other matters. Minutes of special meetings must be recorded.
- Corporate Secretary – The corporate secretary typically has responsible for maintaining corporate ownership records, keeping minutes of corporate actions, sending out notices and conducting annual and special meeting.
- Shareholder Agreements - Close corporations must establish the relationship between their shareholders, including decision making, voting, ownership percentages, the terms of adding and losing shareholders, and the appointment of officers. Typically the agreement will contain provision to deal with “deadlock” when shareholders cannot agree and the company becomes paralyzed.