-Alien Corporation: A corporation that was created in another country. Alien corporations are most commonly classified as any corporation that is formed outside of the United States. Other countries do not refer to U.S.-based corporations with this term. All must obtain a certificate of authority to conduct business in that state.
Example: A swizz company doing business in Philadelphia.
-Foreign Corporation: in the United States for an existing corporation that is registered to do business in a state or other jurisdiction other than where it was originally incorporated. A "foreign" corporation must file a notice of doing business in any state in which it does substantial regular business.
Example: the Whoopee Widget Corporation is incorporated in Delaware. It has a sales office in Arizona, which does not make a guaranteed refund to Jack Jones of Arizona. Jones can sue Whoopee in Arizona and serve the Arizona Secretary of State or Whoopee's designated agent
-Domestic Corp: A company that conducts its affairs in its home country. A domestic corporation is often taxed differently than a foreign corporation, and may be required to pay duties or fees on the importation of its product.
Example: a firm incorporated in the United States is considered a domestic corporation in the U.S.
Piercing the corporate Veil: exposing the shareholders to personal liabilities.
A simple example would be where a businessman has left his job as a director and has signed a contract to not compete with the company he has just left for a period of time. If he set up a company which competed with his former company, technically it would be the company and not the person competing. But it is likely a court would say that the new company was just a "sham", a "fraud" or some other phrase,[1]and would still allow the old company to sue the man for breach of contract. A court would look beyond the legal fiction to the reality of the situation.
Inside/Outside: Inside are CEO & Directors Outside does not work they just attend meetings.
Role of Directors: they elect Officers, CFO, and CEO. They are the boss and are elected by the shareholders. All have a term in the bylaws. They are COMPENSATED by the company. They are NOT AGENTS. Inside are CEO & Directors Outside does not work they just attend meetings. Entitle to reason notice of meetings, to be diligent to corporation. Inspect the books. Responsible for declaring dividends, whether to give money to shareholders. Authorize major corporation decisions. Decide whether to issue stocks & bonds. Stock Investor (own piece) & Bond Creditors (Owe).
Officers: They are compensated. Are the bosses or the board of diretors. They ARE AGENTS of the corporation (the principal). They are not personally liable during a lawsuit. They must at in good faith and in the best interest of the company.
A quorum is the minimum number of people who must be present to pass a law, make a judgment, or conduct business. Quorum requirements typically are found in a court, legislative assembly, or corporation (where those attending might be directors or stockholders). In some cases, the law requires more people than a simple majority to form a quorum. If no such defining number is determined, a quorum is a simple majority. 51% Majority. To make a decision.
Merger: In contract law, agreements are merged when one contract is