Find basic information on the following

1) UK Companies Act 2006;

2) US Corporation Acts [ Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code); Model Business Corporation Act]

Task 7. Review the information on Corporation.

Grammar Focus INDIRECT QUESTIONS

Exercise 1.

Change the following questions into indirect questions. Start with

Can you tell me ………?

Will you explain …….?

1. What does the status of a separate legal entity mean for a corporation?
2. What can extent a corporation be held liable to? What does it mean?
3. Why is it important for a corporation to follow the formalities?
4. Who must oversee the operations of a corporation?
5. How is it possible to assess the performance of a corporation for a certain period?
6. How often do the directors hold meetings?
7. Who must approve the decision which the directors make?
8. Why is it important to record the minutes of every shareholders meeting?
9. Why does a corporation which borrows money from a bank have to guarantee a loan?
10. How can administration which includes accountancy and tax procedures be provided?

Exercise 2.

Introduce the indirect question with

Would you mind telling me …………?

1. Is it obligatory for a corporation to be registered in the state where it is going to do business?
2. Must a corporation do business only in the state where it’s been organized?
3. Can a corporation be organized in one state and do business in another state?
4. Do corporations pay any fees for registration? Are the fees high?
5. Does the corporate management have to issue stock certificates?

Exercise 3

Make each of the following questions a part of the sentence. Start with

It’s interesting to know …..

I would like to know ……….

I’d like to clarify ………

What I really want to know is ………

1. What does the ownership provide for the shareholders?
2. Where does shareholders' voting take place?
3. When do the shareholders realize their exclusive right to vote?
4. Can the shareholders make changes in the corporate bylaws?
5. Must the shareholders take part in reorganization of the corporation?
6. What is the primary role of the board of directors?
7. How are annual meetings arranged?
8. Are officers and managers compensated for their work? How?
9. What decision can the board make when the corporation needs a big amount of money?
10. How are real property problems solved?
11. What does duty of care mean?
12. Who are the top corporate officers?
13. What are corporation officers responsible for?

Task 8. Create a chart

A corporation should follow proper corporate formalities in order to comply with applicable laws and to maintain its corporate existence. Any failure to follow these formalities might result in the loss of corporate status; loss of limited liability, leaving the owner and shareholders personally responsible for corporate debts; and potential loss of corporate tax benefits.

Besides, a huge part of proper corporate formalities concerns keeping and maintaining necessary documentation.

Distribute the following into 2 columns: Corporate Formalities (activities) and Types of documents.

 

Accounting and bookkeeping records; Holding shareholder and director meetings (annual and special); Bank records; Signing documents as a corporation; Permits and licenses; Stock records;

Keeping corporate records (financial and corporate documents); Contracts; Corporate records; Intellectual property records; Filing documents with the state annually (corporate report, federal and state corporate tax); Correspondence; Business forms; Maintaining bank accounts (separate corporate bank accounts); Employee records; Drawing up financial statements (income and cash flow); Tax records.

 

Corporate formalities	The types of documents to keep for a corporation

 

Part II. Corporation Documents

Task 1.

Foundation documents

Provide each document title with the appropriate definition:

 

Articles of Incorporation
Certificate of incorporation
Bylaws
Memorandum of Association
Articles of Association

 

1. - A foundation document that contains the regulations governing the relationships between the shareholders and directors of the company, and are a requirement for the establishment of a company under the law of the United Kingdom and many other countries.

2. - Rules and regulations adopted by an organization, corporation or similar entity for its internal administration and management. For example, by laws often identify the duties of officers, the schedule of meetings, the rules of voting etc.

3. - A legal document that sets out the company's name, where the registered office of the company is situated (in England, Wales or Scotland) and what it will do (its objects). The object of a company may simply be to carry on business as a general commercial company or support community activities in a club or association.

4. - A legal document that must be filed with a state in order to incorporate. Among the things it typically must include is the name and address of the corporation, its general purpose and the number and type of shares of stock to be issued...

5. - A legal document that constitutes the authorized state body’s approval of the foundation documents and that authorizes the legal entity’s operations in a particular state.