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Canadian Corporate Law Cases, Notes & Materials (Second

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These corporations may have firms in major cities throughout the United States and several cities throughout the world. Nevertheless, no one yet has articulated a consistent set of easily applicable principles that would distinguish between scenarios in which the halakhic entity approach should and should not apply. It should be noted that many state laws do not allow certain organized professionals to run their business as a corporation (or, for that matter, as an LLC).

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Bahamas Company Laws and Regulations Handbook: Strategic

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The address of the corporation's initial registered office (including both (i) the post-office address with street and number, if any, and (ii) the name of the city or county in which it is located), and the name of its initial registered agent at that office, and that the agent is either (i) an individual who is a resident of Virginia and either a director of the corporation or a member of the Virginia State Bar or (ii) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in the Commonwealth.

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Corporate Financial Disclosure Answer Book

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Parties may appeal judgments and orders issued by a bankruptcy court to a district court or to an appellate panel of bankruptcy judges. A private corporation formed or organized under this Code commences to have cor por at e exi st ence and j ur i di cal personality and is deemed incorporated FROM t he dat e t he SEC i ssues a certificate of incorporation under its official seal; AND THEREUPON; the incorporators, stockholders/ members and their successors shall constitute a body politic and corporate under the name stated in the articles of incorporation f or t he per i od of t i me mentioned therein, UNLESS sai d peri od i s extended or the corporation i s sooner di ssol ved i n accordance with law.

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Protecting Your Business Information: A Primer on

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But the part that is relevant for present purposes is relatively simple. If the directorship of an FGC is not a public office, presumably, although not inevitably, it is not a "civil office" for the purpose of the Incompatibility Clause, U. With both types of corporations, personal income tax is due both on any salary drawn from the corporation and from any dividends received from the corporation. Responsive attorneys dedicated to providing you excellent, personalized service.

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Due Diligence and Corporate Governance

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Additional powers of certain public utility corporations. (a) General rule.--A public utility corporation shall, in addition to any other power of eminent domain conferred by any other statute, have the right to take, occupy and condemn property for one or more of the following principal purposes and ancillary purposes reasonably necessary or appropriate for the accomplishment of the principal purposes: (1) The transportation of passengers or property or both as a common carrier by means of elevated street railway, ferry, inclined plane railway, railroad, street railway or underground street railway, trackless-trolley omnibus or by any combination of such means. (2) The transportation of artificial or natural gas, electricity, petroleum or petroleum products or water or any combination of such substances for the public. (3) The production, generation, manufacture, transmission, storage, distribution or furnishing of natural or artificial gas, electricity, steam, air conditioning or refrigerating service or any combination thereof to or for the public. (4) The diverting, developing, pumping, impounding, distributing or furnishing of water from either surface or subsurface sources to or for the public. (5) The collection, treatment or disposal of sewage for the public. (6) The conveyance or transmission of messages or communications by telephone or telegraph for the public. (7) The diverting, pumping or impounding of water for the development or furnishing of hydroelectric power to or for the public. (8) The transportation of oxygen or nitrogen, or both, by pipeline or conduit for the public. (b) Restrictions.--The powers conferred by subsection (a) shall not be exercised: (1) To condemn for the purpose of constructing any street railway, trackless-trolley omnibus, petroleum or petroleum products transportation or aerial electric transmission, aerial telephone or aerial telegraph lines: (i) Any dwelling house or, except in the case of any condemnation for petroleum or petroleum products transportation lines, any part of the reasonable curtilage of a dwelling house within 100 meters therefrom and not within the limits of any street, highway, water or other public way or place. (ii) Any place of public worship or burying ground. (2) To condemn any place of public worship or burying ground for the purpose of constructing any elevated street railway, sewer or underground street railway line. (c) Public Utility Commission approval.--The powers conferred by subsection (a) may be exercised to condemn property outside the limits of any street, highway, water or other public way or place for the purpose of erecting poles or running wires or other aerial electric, intrastate aerial telephone or intrastate aerial telegraph facilities only after the Pennsylvania Public Utility Commission, upon application of the public utility corporation, has found and determined, after notice and opportunity for hearing, that the service to be furnished by the corporation through the exercise of those powers is necessary or proper for the service, accommodation, convenience or safety of the public.

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Company Law: Casebook

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Why decree conditional dissolution in one and not in the other case? Our lawyers assist in entity selection and formation, including limited liability companies, corporations, partnerships, limited partnerships, limited liability partnerships, and non-profit entities. A. from Haverford College in 1973 and his J. Second, shareholders could sue in a securities fraud action of language in disclosure or other documents seemed to hide or downplay the severity of this problem as it was known to the board.

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Iran Company Laws and Regulations Handbook Volume 1

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The Commission shall, however, endeavor to make its system conform as closely as possible with the principles under the Compensation and Position Classification Act of 1989 (Republic Act. 6758, as amended). Section 2574 is referred to in section 2573 of this title. § 2575. This article discusses the choices a California nonprofit public benefit corporation faces when it can no longer meet its financial obligations. Directors and officers may be provided indemnification by the corporation only as permitted by the Act. [148] The Act requires mandatory indemnification of directors and officers for reasonable expenses incurred by him or her in connection with any proceeding if any such director or officer is wholly successful, on the merits or otherwise, in the defense of the proceeding to which he or she was a party. [149] The Act provides for permissible indemnification of officers and directors if he or she acted in good faith and he or she reasonably believed such conduct was in, or not opposed to, the best interests of the corporation and, with respect to a criminal proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful. [150] The articles of incorporation may provide for permissible or mandatory indemnification in other situations provided liability is not being asserted because such director was for (1) receipt of a financial benefit to which he or she was not entitled, (2) intentional infliction of harm, (3) unlawful distributions, or (4) intentional violation of criminal law. [151] The Act empowers circuit courts to order indemnification and advances of expenses. [152] Corporations may purchase insurance against liability incurred by officers and directors in their capacity as such. [153] A director of a non-profit, volunteer organization, who serves without compensation for personal services, is generally immune from any personal liability for negligence absent a finding of gross negligence. [154] Under the current Act, shareholders may unanimously agree to do a number of things not previously allowed, including: ● Eliminating the board of directors or restricting the discretion or powers of the board of directors; ● Governing the authorization or making of distributions; ● Establishing who are to be directors or officers; ● Governing the exercise of voting powers between the shareholders and directors, including weighted voting rights and directors’ proxies; ● Establishing the terms and conditions of the transfer or use of property or services between the corporation and any affiliated person; ● Transferring power to manage the business to shareholders or resolving deadlocks; ● Requiring the dissolution of the corporation at the request of one or more shareholders; or ● Governing the exercise of corporate powers or management of the business generally. [155] A shareholder agreement must be set forth (1) in the articles of incorporation or bylaws and approved by all persons who are shareholders at the time of the agreement or (2) in a written agreement that is signed by all persons who are shareholders at the time of the agreement and is made known to the corporation. [156] A shareholder agreement is valid for ten years unless the agreement provides otherwise. [157] The existence of the agreement must be noted conspicuously on the front or back of each stock certificate. [158] Additionally, any shareholder agreement ceases to be effective once shares of the corporation are listed on an established securities exchange. [159] If such an agreement limits the powers and authorities of the board of directors, such agreement also relieves the directors of liability for such actions. [160] Finally, nothing in a shareholder agreement may be used as grounds for imposing personal liability on the shareholders for the acts or debts of the corporation. [161] The Act also provides for voting trusts [162] and voting agreements [163] among shareholders.

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Corporate Finance 2000 (Legal Practice Course Guide)

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L.1614, No.335), known as the Pennsylvania Blood Bank Act. (iii) A health care facility as defined in section 802.1 of the act of July 19, 1979 (P. We have experience dealing with a wide variety of the types of agreements and other arrangements in which your business may become involved. In the FTCA Congress "wished to 'place torts of "suable" agencies of the United States upon precisely the same footing as torts of "nonsuable" agencies."' Loeffler v.

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Corporations (The Emanuel Law Outlines Series)

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Delegates may prescribe that any bylaw made by them shall not be amended or repealed by the directors, and members may provide that any bylaw made by them shall not be amended or repealed by either the directors or the delegates. The kind of government THEY created was a corporation. The form for filing may be purchased from a legal stationery store in New York State or may be drafted by the filer by following the requirements of Section 805-A(b) of the Business Corporation Law. Every such corporation shall be deemed and taken to have been incorporated on the date of approval of its articles or application for a charter or on the date of issuance of its letters patent, whichever event shall have last occurred. § 505.

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United Kingdom Company Laws and Regulations Handbook (World

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Meegan, to act as the Chief Attorney for the City. At the time this meeting was held three shipment of the films had already been received in Manila. stockholders meeting of September 18, and especially from the first being imported by virtue of such acceptance. The tax effect of the throwout rule on an affiliated or controlled group having $20 million or more in net income is capped at $5 million. D. 36, as amended by PDs 191 and 197; DOJ Opinion No. 120, s. of 1982;Section 2, P.

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