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The Supreme Court has also acknowledged that one state's laws will govern the "internal affairs" of a corporation, to prevent conflicts among state laws. [22] So on the present law, regardless of where a corporation operates in the 50 states, the rules of the state of incorporation (subject to federal law) will govern its operation. [23]
Although uniform state legislation offers benefits in certain areas, such as interstate commerce, i.e. the Uniform Commercial Code, these benefits are less significant in corporation law where the "internal affairs" of a corporation are generally governed by the laws of its state of incorporation.
Articles of incorporation, also referred to as the certificate of incorporation or the corporate charter, is a document or charter that establishes the existence of a corporation in the United States and Canada. They generally are filed with the Secretary of State in the U.S. State where the company is incorporated, or other company registrar.
Other notable non-NCCUSL model laws include the Uniform Vehicle Code, the Model State Emergency Health Powers Act, the Model Business Corporation Act, the Model Nonprofit Corporation Act, UNCITRAL Model Law on International Commercial Arbitration and the Model Vital Statistics Act (1992). [6]
It also refers to a law enabling a certain type of corporation, such as a railroad, to exercise eminent domain and other special rights without a charter from the legislature. Early state corporation laws were all restrictive in design, often with the intention of preventing corporations for gaining too much wealth and power. [3]
The internal affairs doctrine is a choice of law rule in corporate law.Simply stated, it provides that the "internal affairs" of a corporation (e.g. conflicts between shareholders and management figures such as the board of directors and corporate officers) will be governed by the corporate statutes and case law of the state in which the corporation is incorporated, [1] [2] [3] sometimes ...