【2017年整理】Corporation Law 公司法.docVIP

Corporation Law (公司法）P148 Introduction to Corporation Law Part One :Basic Norms In the Untied States, business organizations may be classified into three main classes :individual proprietorships, partnerships ,and corporations. The laws that effect these forms of business enterprise are diverse. There is single code or statute that governs the U.S. Law of business enterprises. Each state prescribers different laws for corporations. The corporate laws of each state are similar but not identical. A listing of some of the categories of laws applicable to U.S.business enterprises are as follows:Close Corporation Laws Several states have adopted Close Corporation Acts that authorize corporations to designate themselves as close corporations, and when so designated such corporations are required to restrict the number and the identity of their shareholder.Partnerships:In nearly all states ,the formation and structure of partnerships is regulated for general partnerships by the Uniform Partnership Act of 1976 (“UPA” )and the Revised Uniform Limited Partnership Act of 1976 (for limited partnership )adopted by these states with minor deviations.Corporation CodesCorporations have no uniform law . Laws governing corporations are to be found in individual state’s business corporation acts. Such acts provide the procedures for formation and decision making for any enterprise that is incorporated under them. There , does exist , however, a Model Business Corporation Act of 1984 (“Model Corporation Act”) . The Model Corporation Act is followed by only half of the states.An enterprise does not have to incorporate under the corporation code of the state in which it operate . For example , it is common to find corporations incorporated under Delaware law but having offices and doing business in California. Under the prevailing U.S.rule of conflict of laws, the internal law of the corporation . Internal matters of a corporation are governed by its own Articles of Incorporation and