Introduction:
When a limited liability company or a corporation is formed, it is required by
the state in which it forms to file articles of organization, in the case of an
LLC, or articles of incorporation, in the case of corporations. Requirements
for forming an LLC or corporation differ by state as does the information
needed to complete the articles of organization or articles of incorporation.
Limited Liability Company: Owners,
also known as members, organize a business as a limited liability company, or
LLC, to limit personal liability while allowing profits and losses to pass
directly to the members. Members can be any type of legal entity, such as
individuals, partnerships or corporations.
A limited liability company (LLC) is the specific form of a private limited company and it is a
necessary document for setting up an LLC. It is a business
structure that combines the pass-through taxation of a partnership or sole partnership with the limited liability of a company.
Articles of Organization: Each state has its own laws regarding the information needed for articles of organization. Typically, an LLC is required to provide its name, the address and name of its registered agent, the address of its principal office, which may be the same as that of the agent, and the duration of formation, which may be perpetual. Additional information that may be required includes the contact information for members and the purpose of the company.
Articles of Incorporation: Articles of Incorporation may also be known as certificate of incorporation or corporate charter. Typically, a corporation is required to provide its name, number of shares it is authorized to issue, the address and name of its initial registered agent, and the name and address of the people incorporating. Other information required may include purpose of the company and whether it is for profit.
Piercing
(sharp/intense): the corporate veil
or lifting the corporate veil (cloak/cover):
is a legal decision to treat the rights or duties of a corporations the rights or liabilities of its share holders.
Usually a corporation is treated as a separate legal person, who is solely
responsible for the debts it incurs and the sole beneficiary of the credit it
is owed. common Law countries usually uphold this principle of separate person hood,
but in exceptional situations may "pierce" or "lift" the
corporate veil.
A
simple example would be where a businessman has left his job as a director and
has signed a contract
to not compete with the company he has just left for a period of time.
Promoter:
A promoter is a person who starts up a business, particularly a corporation,
including the financing. The formation of a corporation starts with an idea. Reincorporation
activities transform this idea into an actual corporation. The individual who
carries on these reincorporation activities is called a promoter. Usually the
promoter is the main shareholder or one of the management team and receives
stock for his/her efforts in organization.
Promoters perform the following in the formation of the
corporation:
- They seek business opportunities.
- They raise capital.
- They find investors and encourage them to enter into stock subscription agreements.
- They enter into contracts on behalf of the corporation to be formed.
- They cause the articles of incorporation to be prepared, in which process they select the state of incorporation, select a corporate name, or plan special charter provisions to be included.
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