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40-583: The Evanston Art Center was founded in October, 1929. It was officially incorporated as a non-profit organization in 1942. The center was originally located in the basement of the Evanston Public Library until it began leasing the historical Harley Clarke Mansion at Lighthouse Beach in 1966. The center rented additional studio space at the Noyes Cultural Arts Center in the 1980s. In 2015,

80-556: A corporation required a special act of the state legislature. General incorporation allowed anyone to form a corporation by simply raising money and filing articles of incorporation with the state's Secretary of State. Because of the extensive experience of the Delaware courts, Delaware has a more well-developed body of case law than other states, which serves to give corporations and their counsel greater guidance on matters of corporate governance and transaction liability issues. Disputes over

120-403: A direct campaign. The articles of incorporation (also called a charter , certificate of incorporation or letters patent ) are filed with the appropriate state office, listing the purpose of the corporation, its principal place of business and the number and type of shares of stock. A registration fee is due, which is usually between $ 25 and $ 1,000, depending on the state. A corporate name

160-596: A face-to-face meeting. In the UK, the process of incorporation is generally called company formation. The United Kingdom is one of the quickest locations to incorporate, with a fully electronic process and a very fast turnaround by the national registrar of companies, the Companies House . The current Companies House record is five minutes to vet and issue a certificate of incorporation for an electronic application. There are many different types of UK companies: In Canada ,

200-455: A narrative emerges that offers an explanation for why such views are upheld. In 1816, the New Hampshire state legislature passed a bill intended to turn privately owned Dartmouth College into a publicly owned university with a board of trustees appointed by the governor. The board filed a suit challenging the constitutionality of the legislation. The suit alleged that the college enjoyed

240-439: A nucleus in Delaware with operating companies often in other states. In addition, Delaware has used its position as the state of incorporation to generate revenue from its abandoned and unclaimed property laws. Under U.S. Supreme Court precedent, the state of incorporation gets to keep any abandoned and unclaimed property , such as uncashed checks and unredeemed gift certificates, if the corporation does not have information about

280-453: A result, Delaware corporations are subject almost exclusively to Delaware law, even when they do business in other states. While most states require a for-profit corporation to have at least one director and two officers, Delaware laws do not have this restriction. All offices may be held by a single person who also can be the sole shareholder. The person, who does not need to be a U.S. citizen or resident, may also operate anonymously with only

320-468: A shareholder of a Corp. or LLC cannot seize the assets of the company. However, the creditor may be able to seize ownership shares in the corporation, as they are considered a personal asset. In the United States, corporations can sometimes be taxed at a lower rate than individuals. Also, corporations can own shares in other corporations and receive corporate dividends 80% tax-free. There are no limits on

360-496: Is advisable prior to the submission of the Articles of Incorporation. In the case of online incorporation, the state will have the final say with regards to the name chosen for the company. The name should not deceive or mislead consumers. Registered agents are responsible for receiving all legal and tax documentation on behalf of the corporation. Share per value refers to the stated minimum value and generally doesn't correspond to

400-572: Is easily transferable to others, either in whole or in part. Some state laws are particularly corporate-friendly. For example, the transfer of ownership in a corporation incorporated in US-DE is not required to be filed or recorded. Legal opinion on corporations has evolved significantly throughout history, and Supreme Court cases provide a means to observe this evolution. While these cases may seem arbitrary and decontextualized when examined individually, when viewed successively and within historical context,

440-412: Is generally made up of three parts: "distinctive element", "descriptive element", and a legal ending. All corporations must have a distinctive element, and in most filing jurisdictions, a legal ending to their names. Some corporations choose not to have a descriptive element. In the name "Tiger Computers, Inc.", the word "Tiger" is the distinctive element; the word "Computers" is the descriptive element; and

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480-740: Is prevalent in Quebec, while the English system is operating in 9 provinces/territories. Delaware corporation The Delaware General Corporation Law (sometimes abbreviated DGCL ), officially the General Corporation Law of the State of Delaware (Title 8, Chapter 1 of the Delaware Code), is the statute of the Delaware Code that governs corporate law in the U.S. state of Delaware . The statute

520-419: Is the formation of a new corporation . The corporation may be a business , a nonprofit organization , sports club , or a local government of a new city or town . Specific incorporation requirements in the United States differ on a state by state basis. However, there are common pieces of information that states require to be included in the certificate of incorporation . A business purpose describes

560-450: Is the protection of personal assets against the claims of creditors and lawsuits. Sole proprietors and general partners in a partnership are personally and jointly responsible for all the legal liability (LL) of a business such as loans, accounts payable, and legal judgments. In a corporation, however, shareholders , directors and officers typically are not liable for the company's debts and obligations. They are limited in liability to

600-540: The Fortune 500 , including Walmart and Amazon (two of the world's largest companies by revenue ) are incorporated (and therefore have their domiciles for service of process purposes) in the state. Over half of all publicly traded corporations listed in the New York Stock Exchange (including its owner, Intercontinental Exchange ) are incorporated in Delaware. The statute has been credited with reducing

640-459: The right to contract and the government changing that contract was not allowed. Chief Justice John Marshall delivered the majority opinion and affirmed that the right to contract exists between owners of private property rather than between a government and its citizens. The case was the first case in US history that asked fundamental questions about corporate entities and the protections they enjoy; it also

680-507: The "Inc." is the legal ending. The legal ending indicates that it is in fact a legal corporation and not just a business registration or partnership . Incorporated, limited , and corporation, or their respective abbreviations (Inc., Ltd., Corp.) are the possible legal endings in the US. Usually, there are also corporate bylaws which must be filed with the state. Bylaws outline a number of important administrative details such as when annual shareholder meetings will be held, who can vote and

720-769: The Court of Chancery to the Delaware Supreme Court . Delaware has also attracted major credit card banks because of its relaxed rules regarding interest . Many U.S. states have usury laws limiting the amount of interest a lender can charge. Federal law allows a national bank to "import" these laws from the state in which its principal office is located. Delaware (among others) has relatively relaxed interest laws, so several national banks have decided to locate their principal office in Delaware. National banks are, however, corporations formed under federal law, not Delaware law. A corporation formed under Delaware state law benefits from

760-400: The actual share value. In reality, the value of a share is based on its fair market value or the amount a buyer is willing to pay. An Inc. stipulates the exact number of shares the corporation is willing to authorize. It is mandatory for every corporation to have stock. If the corporation is willing to permit both preferred as well as common shares of stock, then this should have a mention in

800-401: The amount of losses a corporation may carry forward to subsequent tax years. A sole proprietorship, on the other hand, cannot claim a capital loss greater than $ 3,000 unless the owner has offsetting capital gains. A corporation is capable of continuing indefinitely. Its existence is not affected by the death of shareholders, directors, or officers of the corporation. Ownership in a Corp. or LLC

840-399: The amount they have invested in the corporation. For example, if a shareholder purchased $ 100 in stock, no more than $ 100 can be lost. On the other hand, a corporation (Corp.) or a limited liability company (LLC) may hold assets such as real estate, cars or boats. If a shareholder of a corporation is personally involved in a lawsuit or bankruptcy , these assets may be protected. A creditor of

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880-402: The articles of incorporation, along with the voting rights information. Generally, preferred shares provide its shareholders preferential payments of distribution of assets or dividends, in case the company shuts down its operations. A lot of small business owners only allow shares of common stock. There are a number of legal benefits that come with incorporation. One significant legal benefit

920-639: The center moved to its current location at 1717 Central Street in Evanston, Illinois, a 20,000 sq. ft. former office building, which considerably expanded the available space. The move was funded by a capital campaign that raised $ 2.5 million. Artists who were students or who exhibited at Evanston Art Center: Past exhibitions held at the Art Center include: 42°03′52″N 87°41′49″W  /  42.06457°N 87.69694°W  / 42.06457; -87.69694 Incorporation (business) Incorporation

960-471: The court ruled that there could be a corporate tax, essentially saying the structure of business was a justifiably discriminatory criterion for governments to consider when writing tax legislation. This was a unique ruling handed down during a unique time in US history that denied a corporation freedom it sought in the courtroom. From 1940 to 1990 the percent of total GDP made up by financial service professionals increased by 300%. Along with that growth there

1000-445: The example of New Jersey , which enacted corporate-friendly laws at the end of the 19th century to attract businesses from New York , Delaware adopted on March 10, 1899, a general incorporation act aimed at attracting more businesses. The group that pushed for this legislation intended to establish a corporation that would sell services to other businesses incorporating in Delaware. Before the rise of general incorporation acts, forming

1040-471: The incorporated tasks a company has to do or provide. The purpose can be general, indicating that the budding company has been formed to carry out "all lawful business" in the region. Alternatively, the purpose can be specific, furnishing a more detailed explanation of the products and/or services to be offered by their company. The chosen name should be followed with a corporate identifier such as "Corp.", "Inc.", or "Co.". A preliminary name availability search

1080-520: The internal affairs of Delaware corporations are usually filed in the Delaware Court of Chancery , which is a separate court of equity , as opposed to a court of law . Because it is a court of equity, there are no juries; its cases are heard by judges, called chancellors. Since 2018, the court has consisted of one chancellor and six vice-chancellors. The court is a trial court, with one chancellor hearing each case. Litigants may appeal final decisions of

1120-402: The issue of corporate contributions came before the court again. In Citizens United v. FEC the court said there was virtually no distinction between monetary contributions and political speech, and because we do not limit political speech unless it is tantamount to bribery, corporations have the right as people to donate unlimited amounts of money to any political cause so long as it is not to

1160-426: The late 19th into the early 20th centuries came to a screeching halt in 1929. The Great Depression , as it came to be known, helped a view of corporations emerge that put them at odds with the normal working man. The election of Franklin D. Roosevelt was a manifestation of many populist sentiments the country might have felt. In 1933 a Florida case came before the court, again disputing taxation. In Liggett v. Lee

1200-584: The listing agent through whom the company is registered named. Delaware charges no income tax on corporations not operating within the state, so taking advantage of Delaware's other benefits does not result in taxation. At the same time, Delaware has a particularly aggressive tax on banks that locate in the state. However, in general, the state is viewed as a positive location for corporate tax purposes because favorable laws of incorporation allow companies to minimize corporate expenditures (achieved through legal standardization of corporate legal processes), creating

1240-717: The location of the owner of the property. Abandoned property provides Delaware with about half a billion dollars annually. Delaware charges a franchise tax on the corporations incorporated in it. Franchise taxes in Delaware are higher than in most other states which typically get revenue from corporate income taxes on the portion of the corporation's business done in that state. Delaware's franchise taxes supply about one-fifth of its state revenue. In February 2013, The Economist published an article on tax-friendly jurisdictions, commenting that Delaware stood for "Dollars and Euros Laundered And Washed At Reasonable Expense". Jeffrey W. Bullock , Delaware's Secretary of State, insists that

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1280-535: The manner in which shareholders will be notified if there is need for an additional "special" meeting. Corporations can only deduct net operating losses going back two years and forward 20 years. Assuming a corporation has not sold stock to the public, conducting corporate business is straightforward. Often, it amounts to recording key corporate decisions (for example, borrowing money or buying real estate) and holding an annual meeting. These formalities can often be supplanted by written agreement and do not usually need

1320-758: The process of incorporation can be done either at the federal or provincial level. Companies which incorporate with the federal government will generally need to register extra-provincially in the province that they elect to do business. Similarly, a provincial corporation may need to register extra-provincially if they are to have offices outside of their home province. Incorporated Canadian companies can generally use either Corp., Corporation, Inc., Incorporated, Incorporée, Limited, Limitée, Ltd., Ltée, Société par actions de régime fédéral, and S.A.R.F in their name, but this may vary from province to province. Note that there are two government structures operating within Canada. French system

1360-404: The relaxed interest rules to the extent it conducts business in Delaware, but is subject to restrictions of other states' laws if it conducts business in other states. Pursuant to the " internal affairs doctrine ", corporations which act in more than one state are subject only to the laws of their state of incorporation with regard to the regulation of the internal affairs of the corporation. As

1400-526: The state has struck the right balance between curbing criminality and "paying deference to the millions of legitimate businesspeople who benefit" from hassle-free incorporation. On June 30, 2013, Delaware Governor Jack Markell signed amendments to the Delaware General Corporation Law. The new legislation took effect on August 1, 2013, except for the ratification of the defective corporate acts amendment which took effect in 2014. In 2020,

1440-407: The tax burdens on Delaware residents as revenues from the statute provide two-fifths of the state's budget, but has been controversial for facilitating tax dodging and money laundering by major corporations, as well as providing safe haven to money launderers, kleptocratic foreign rulers, and human traffickers. Delaware acquired its status as a corporate haven in the early 20th century. Following

1480-432: The tax code was misapplied to some of their property and assets. In deciding the case, a unanimous court ruled that governments must abide by the same tax code enforcement for individuals that it did for corporations. While not explicitly stated in the case, it was implied that this case extended equal protection rights to corporations under the 14th amendment . The booming economy the railroad corporations helped build from

1520-609: Was a growth in the profits this industry experienced as well. As the disposable income of banks and other financial institutions rose, they sought a way to use it to influence politics and policy. In response, Massachusetts passed a law limiting corporate donations strictly to issues related to their industry. The First National Bank of Boston challenged the law on First Amendment grounds and won. First National Bank of Boston v. Bellotti allowed business to use financial speech in political causes of any nature. In 2010 amidst an outpouring of frustration and blame directed at Wall Street

1560-563: Was a precedent-setting case in extending "individual rights" to corporations. The railroad was an expensive multi-year project that greatly changed and altered both the physical and commercial landscape of the country. As with most new technology developments that have a broad impact, there are disputes about how those technologies and the businesses they thrive in fit under the umbrella of laws that govern regulations and taxation. In 1886 one such taxation dispute arose between Santa Clara County and Southern Pacific Railroad . The railroad thought

1600-535: Was adopted in 1899. Since the 1919 anti-corporation reforms in New Jersey under the governorship of Woodrow Wilson , Delaware has become the most prevalent jurisdiction in United States corporate law and has been described as the de facto corporate capital of the United States. Delaware is considered a corporate haven because of its business-friendly corporate laws compared to most other U.S. states. 66% of

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