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Duty of Loyalty

IncNow — Sat, 19 Oct 2013 01:23:39 +0000

The duty of loyalty is a default fiduciary duty that anyone acting on behalf of a corporation owes to the business. This duty requires that the individual’s actions taken on behalf of the business be in the business’s best interest, rather than personal interest. One cannot engage in self-dealing and if one does, it must be entirely fair and would not be protected by the business judgment rule.

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Duty of Care

IncNow — Sat, 19 Oct 2013 01:23:00 +0000

The duty of care is one of the default fiduciary duties that anyone acting on behalf of a business owes to the business. This duty requires that the individual act in the way a reasonable person would when acting on behalf of the business.

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Double Taxation

IncNow — Sat, 19 Oct 2013 01:22:42 +0000

The term used to describe the taxing of C-Corporation’s earnings at both the corporate level, and again to the shareholder personally when shareholder dividends are distributed. In practice few small business C-corporations pay double tax because most pay reasonable salaries that reduce the taxable income to less than $50,000, which is only a 15% tax rate. Then the funds are often borrowed out to avoid paying dividend taxes.

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Domestication

IncNow — Sat, 19 Oct 2013 01:21:27 +0000

The process by which a non-U.S. based company changes its domicile to Delaware so as to be governed under Delaware law. This is a two-step process: First form a new Delaware Corporation or LLC and second, merge the non-U.S. entity into the new Delaware entity. The domestication, sometimes called a domestication, preserves the continuity of the company. It also allows a foreign corporation to become a Delaware LLC, the preferred choice of entity for international business and asset holding. Should you wish to order a domestication whether it be for owning real estate in Spain and wanting that to be in a Delaware LLC rather than a Chanel Islands LLC or if you have a yacht in Turkey that you want incorporated under a Delaware LLC.

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Division of Corporations

IncNow — Sat, 19 Oct 2013 01:21:01 +0000

A division of the Delaware Secretary of State’s office that handles incorporation of business entities.

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Dividends

IncNow — Sat, 19 Oct 2013 01:20:32 +0000

Distributions of a company’s earnings to its owners/shareholders.

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Dissolve

IncNow — Sat, 19 Oct 2013 01:20:19 +0000

To terminate/end the existence of a corporation, LLC, or partnership.

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Dissolution

IncNow — Sat, 19 Oct 2013 01:19:54 +0000

The formal procedure to wind-down the operations of a corporation, LLC, or partnership.

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Discovery

IncNow — Sat, 19 Oct 2013 01:19:39 +0000

The pre-trial phase of a lawsuit in which each party can request and receive certain information from the other parties. This phase also allows for the usage of subpoenas, depositions, interrogatories (written questions), and requests for admissions.

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Director

IncNow — Sat, 19 Oct 2013 01:19:01 +0000

A director is a member of a Board of Directors that manages the affairs of a corporation. All Delaware corporations must have at least one director. The directors are elected by the stockholders and the directors appoint the officers. The directors must meet at least once per year.

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