Separate Legal Entity Status
A corporation is a separate legal entity existing
under authority granted by state law. It has its own
identity separate and apart from its
shareholders/owners.
Broad Range of Powers
As a separate legal entity, a corporation has the
power to act in any way permitted by law and by its
own corporate charter. For example, a corporation
can enter into contracts, buy and sell both real and
personal property, sue and be sued, and can even be
responsible for breaking the law (i.e. committing a
crime).
Small Claims Court
In most jurisdictions, any officer or director or
employee can appear in small claims court on behalf
of the corporation.
Separate Liability for Corporate
Debts
As a separate legal entity, a corporation is
responsible for its own debts. Normally,
shareholders, directors, and officers are not
responsible for corporate liabilities. If the
corporation suffers losses, the corporation itself
must bear those losses to the extent of its own
resources, and not the personal assets of the
individual shareholders. In effect, however,
shareholders indirectly bear these losses by a
decline in the value of the stock they hold in the
corporation.
Note however, that shareholders,
directors, and/or officers may be held liable for
the debts of the corporation where the court imposes
"alter-ego liability" or where the individual has
personally guaranteed the corporate debt.
Perpetual Duration
A corporation is capable of continuing indefinitely.
Its existence is not affected by the death or
incapacity of shareholders, directors, or officers
of the corporation.
Duration of Corporation Compared to
LLC An LLC has a limited existence. Absent a
contrary agreement, a limited liability company
(LLC) is dissolved upon the death, withdrawal, or
bankruptcy of a member unless the business is
continued by unanimous vote of the remaining
members. Although the operating agreement can be
drafted to avoid such a result, the life of the LLC
is still limited to the termination date in the
Articles of Organization.
The Disadvantages of
Incorporating
Corporate Formalities A corporation can be
created only by compliance with General Corporation
Law of the state of incorporation. This usually
requires filing of Articles of Incorporation with
the appropriate state entity (usually the Secretary
of State) and payment of the requisite state fees
and taxes.
A corporation is required to have a
board of directors, corporate officers, annual
shareholders meetings, and to maintain separate
books and records. Failure to observe such
formalities may result in the personal liability of
shareholders for corporate debts. However, where the
corporation has only one shareholder, many states
allow that one shareholder to act as director and
all officers (President, Secretary, and Treasurer).
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