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Corporations: Introduction (FORMATION (File AOIs with the Secretary of…
Corporations: Introduction
FORMATION
File AOIs with the Secretary of State.
DGCL § 102
.
Conduct an initial board meeting.
DGCL § 108
.
TERMINATION
After the formation, the corporation can presumably last forever. But, when the corporation dissolves, then the assets are liquidated.
PARTIES
Corporate Director
Types
Inside Director
Serves on the Board, and as an officer or employee.
Outside Director
Serves on the Board, but is not a corporate agent.
Roles
Manage corporate affairs.
DGCL § 141(a)
.
Propose amendments to the AOIs.
DGCL § 242(b)
.
Declare dividends.
DGCL § 170
.
Call special share meetings, which happen before the annual meeting.
DGCL § 211(d)
.
Propose mergers.
DGCL § 251(b)
.
Shareholder
Roles
Take action by written consent.
DGCL § 228
.
Vote on major changes.
Propose bylaw amendments.
DGCL § 109(a)
.
Transfer shares through gift, bequest or alienation.
Elect directors each year.
DGCL § 211(b)
.
Prevent creditors from reaching personal assets.
Compel the directors, who owe fiduciary duties to the corporation itself, to sue in a derivative action.
Only a shareholder can raise a proxy contest (nominate a director).