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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.
By convention, most common law jurisdictions divide the constitutional documents of companies into two separate documents: [1]. the Memorandum of Association (in some countries referred to as the Articles of Incorporation) is the primary document, and will generally regulate the company's activities with the outside world, such as the company's objects and powers.
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 ...
The Act relative to incorporations for manufacturing purposes passed by the 34th New York State Legislature on March 22, 1811, was the first law in the US giving a general authorization for formation of corporations. Whereas previously all corporations had to be formed by legislative charter, the 1811 act created a procedure for incorporation ...
Many U.S. states have usury laws limiting the amount of interest a lender can charge. Federal law allows a national bank to "import" these laws from the state in which its principal office is located. [9] Delaware (among others) has relatively relaxed interest laws, [10] so several national banks have decided to locate their principal office in ...