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1. |
Per supreme court "an artificial being, invisible, intangible, and existing only in contemplation of law" attributes per Blackstone; the capacity perpetual succession; to acquire or transfer property and do other acts in the corporate name, to purchase and hold real estate, to have a common seal, and to make bylaws for internal government.
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2. |
The model business corporation act, prepared by the American Bar Association, is intended to serve as a convenient guide for revision of state business corporation laws, embracing the interests of the state and the rights and interests of the state and the rights and interests of corporations, shareholders and management.
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3. |
Judicial supervision, regulating the activities of businesses incorporated within a state is one of the oldest and most established examples of prescriptive jurisdiction.
Although the general visitorial powers of the sovereignty may be exercised through the courts.
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3.1 |
As a general rule, courts will refrain from interfering with the internal management of a corporation.
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3.2 |
The courts will not interfere at the instance of minority stockholders as long as those in control are acting honestly and with their discretionary powers.
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4. |
Mandamus, has been regarded as an appropriate remedy to enforce performance of legal duties of corporations.
The general rule, when law imposes a specific duty upon a private corporation and there is no other specific remedy provided for it's enforcement, mandamus will lie. See compel former officer.
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5. |
Legislative control has no general rights to inspect, regulate, control, and direct the corporation, its funds and franchises. It may, however, reserve the power to prescribe such regulations and provisions for corporations, as it may deem advisable.
Duty furnish information to the state as the state has the undoubted right to require full information as to all of the business of a private corporation created by it or had permitted to come into the state. Accordingly, corporations are required by statue to make annual or other reports.
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6. |
Govering Law, particularly involving its shareholders, its directors and officers. The corporate existence is governed by the laws of the state in which the corporation is domiciled (the state of its creation) thus the internal affairs of a corporation, including the relationship between the shareholders and directors are governed by the laws of the state of incorporation.
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6.1 |
Validity of by-laws as a general rule is to be determined by the law of the state of incorporation. But is a bylaw of a foreign corporation is deemed contrary to the public law of the forum, the court will not enforce in favor of the corporation.
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6.2 |
Relating to Stock, The laws of the state of incorporation governs in the determination of the nature and attributes of shares of stock, the issuance thereof, and the validity of an issue of stock.
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6.2.1 |
The liability of promoters to the corporation, for transferring property at a fictitious value to it in exchange for stock, is to be determined by the laws of the place.
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6.2.2 |
Subscriptions, the law of the state of incorporation governs in determining the ability of a stockholder upon an unpaid stock subscription, at least insofar as that law does not violate the law or settled policy of the forum.
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6.2.3 |
Transfer of Stock, the situs of shares is in the state of incorporation. However, questions as to title and transfer shares of stock are governed by the place where the certificates are located or transfer takes place. There are extensive ruling on jurisdiction on this matter.
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6.2.4 |
Stockholders, The state of incorporation determines who are the shareholders of a corporation, except in the unusual case where, some other state has a more significant relationship to the person involved and the corporation.
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6.2.5 |
Majority and minority stockholders, the fiduciary obligation of majority stockholder to the corporation and its minority stockholders is measured by the law of the state of incorporation.
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6.2.6 |
Voting and voting agreements and the legality of voting agreements, including voting trust agreement, are determined by the laws of the state of incorporation, except in the event shareholders and the stockholders.
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