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What is a Certificate of Determination?
One of my Avvo answers led me to write this post. Please see CA corp Certificate of Determination: must it include tag-along and drag-along provisions? Corporations, by default, issue common shares to...
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Corporate Officers Need Not Be Human Beings (in Many States)
This post discusses my surprise at finding that there apparently is no requirement that corporate officers be human beings. My answer to a Quora question is the basis for this post. Please see Could an...
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How Can I Calculate My Share Ownership Percentage?
I am writing this post about calculating one’s share ownership percentage because of an email exchange I had on behalf of a client. We had formed a Delaware corporation with 10 million authorized...
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Parent and Subsidiary – Who Owns What?
I am writing this post about parent and subsidiary ownership because of a question that I answered recently on Quora and a similar question that a prospective client posed to me. (Please see Can an LLC...
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What Are My Entity’s Compliance Obligations?
Frequently, the first service I provide to a client is to form a new legal entity (corporation or limited liability company). And frequently, once that entity is formed, the client’s first question is...
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What Does It Mean to Hold X Shares?
I am writing this post because of a Quora question that I answered. Please see What does it mean when you have X shares in a company? Before addressing the significance of the number of shares, I will...
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Board Members Aren’t Necessarily Equal in Delaware
People typically think about corporate board members having equal voting rights: One director, one vote. However, for Delaware corporations, that is not always the case. Delaware Statute – Board...
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Should We Authorize Preferred Shares when We Incorporate?
This post discusses whether founders should authorize preferred shares, in addition to common shares, when they incorporate. As I discussed in What is Preferred Stock?, corporations typically issue...
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What is Reincorporation?
In How Can I Move My Corporation to Another State?, I explained that there are three ways to move a corporation from one state to another. This post describes one of those ways: Reincorporation. Three...
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