Monday, July 28, 2008

Different types of formation of corporations



1.  De jure: A de jure corporation is one that has met all the statutory requirements in it's formation.

Tipically, the persons interested in forming the corporations (the incorporators) must file a brief containing the "article of incorporation". These articles must contain at least the name of the corporation, the numbers of shares the corporation is authorized to issue, the name of the agent, and the names and address of each incorporator. It is also customary to include other provisions regarding the operations of the corporation.

Corporations usually include a statement of business purposes in their articles. If it does, then the corporation must undertake activities related only to said purposes. Failure to comply, may result in void and unenforcable acts. 

However should a corporation not state its business purposes, it is reputed as to be able to conduct any lawful business.

2. De facto: A de facto corporation is that which has not fulfilled the statutory requirements during it's formations.

Under common law, these corporations have all the rights and powers of a de jure corporation but can be voided by the state under a "quo warranto" proceeding. However, the incorporators' liability is not restricted.

3. Estoppel: Under common law, persons who have dealt with a de facto entity as if it were a de jure corporation, may not deny the corporation's existence. In this relation the entity is an estoppel corporation.

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