Corporate Law (corporations law, company law) deals with the formation and operations of corporations and is related to commercial and contract law. A corporation is a legal entity created under the laws of the state it’s incorporated within. State laws, which vary from state to state, regulate the creation, organization and dissolution of their corporations. A corporation creates a legal or “artificial person” or entity that has standing to sue and be sued, enter into contracts, and perform other duties necessary to maintain a business, separate from its stockholders.
Corporate law encompasses all of the legal issues that corporations can face. Corporations are subject to numerous regulations they must follow in order to enoy the tax and other benefits corporations receive. Most states require corporations to conduct annual meetings with their shareholders, and many require more frequent meetings of the board of directors and the corporation's officers. Most corporations have an attorney present at all of these meetings to ensure that the corporation complies with all state and federal requirements.
In addition to these unique corporate law issues, corporations also face all of the legal issues that other businesses face. These issues can include employment law issues, contract disputes, product liability, intellectual property management, and others. Smaller corporations may be able to hire a single attorney with broad experience to handle all of the corporation's legal issues. Larger corporations, however, may need a team of lawyers with different specialties to handle daily contract, employment, and business issues.
Corporations are taxable entities, which shields the individual owners or shareholders from personal liability for the liabilities and debts of the corporation, with some limited exceptions – such as unpaid taxes.
Corporations are often used in tax structuring, as they are taxed at a lower rate than individuals. Until formally dissolved, a corporation has perpetual life; the termination or deaths of officials or stockholders does not alter the corporate structure. States have registration laws requiring corporations that incorporate in other states to request permission to do in-state business.
There are also federal laws relevant to corporations. Corporations in certain industries are subject to federal regulation and licensing, such as communications and public transportation. The Securities Act of 1933, which is federal law, regulates how corporate securities (stocks, bonds, etc.) are issued and sold.
Corporate law professionals are trained in the legal formation of corporations. These attorneys also construct joint ventures, licensing arrangements, mergers, acquisitions, and the countless other transactions entered into by corporations. Other areas of practice include business formations, securities law, venture capital financing, business agreements, internal forms, and business tax consultations.