Nevada Corporate Lawyer
Corporate law revolves around the formation and operation of corporations as well as the commercial transaction. Therefore, corporate law encompasses statutory laws and administrative laws, including tax law, contract law, securities law, intellectual property law, bankruptcy law, zoning law, securities law, and licensing law as well as accounting principles. There are usually other laws and regulations, relating to the specific subject of the commercial transaction, involved as well.
The Role of the Corporate Lawyer
The main role of the corporate lawyer is to ensure the legality of the deal (i.e. commercial transaction.) They put deals together and make them happen, keeping it all legal; corporate lawyers provide legal advice and counsel for start-up entrepreneurs, private placements and angel/venture capital financing, licensing agreements, business agreements, tax consultations, mergers, acquisitions, and the sale of businesses.
A Corporation is a Separate Entity
When a corporation is formed, a new entity is formed; it’s separate from the corporation’s stockholders, board of directors, or chief executive officer. A corporation pays its own taxes and is liable for its own debts. A corporation can sue or be sued, conduct business, pay taxes, and enter into contracts.
Until the corporation is wound down, it has perpetual life. The disability or death of stockholders or a member of the board of directors does not directly affect corporate functioning or structure.
Where can I get more information about establishing a corporation in Nevada?
The Nevada Secretary of State website provides a lot of information about establishing a corporation in Nevada. Click here to be directed to the Nevada Secretary of State website. If you need more information or would like to set up a corporation, consult with a qualified Nevada corporate attorney.
How do I set up a corporation in Nevada?
To set up a corporation, you must file articles of incorporation with the Nevada Secretary of State (link immediately above.) A lawyer can provide you with valuable legal advice as to which corporate entity is right for your individual situation. There are professional corporations, close corporations, C corporations, S corporations, and non-profit corporations.
Do corporations pay taxes?
Yes, corporations file and pay taxes.
What is an acquisition? How is it different from a merger?
Corporate lawyers guide mergers and acquisitions. An acquisition is the taking control of a corporation by purchasing all or a majority of its outstanding shares, or by purchasing its assets. A merger is the statutory combination of two or more corporations in which one of the corporations survives and the other corporation ceases to exist.
A corporation creates an annual report for shareholders, typically including financial information as well as a listing of directors and officers.
Articles of Incorporation
Articles of incorporation are filed with the Nevada Secretary of State to form a corporation. Articles of incorporation are also referred to as the “certificate of incorporation” or the “corporate charter.” Corporate lawyers draft the articles of incorporation creating a corporation.
Board of Directors
The board of directors runs the corporation; they are elected by shareholders. Specifically, the board of directors selects corporate officers, supervises, and, generally, controls the corporation. Corporate lawyers often advise and sit on boards of directors.
Equity financing raises capital by selling shares of corporate stock. Corporate lawyers often help corporations find capital for start-ups or when an influx of capital is prudent.
A fictitious name is created and may also be referred to as an “assumed name” or “trade name,” and is sometimes labeled as “doing business as” (d/b/a.) You can search for fictitious name availability on the Nevada Secretary of State’s website or a corporate lawyer can do it for you.
A hostile takeover occurs when a foreign outside entity purchases enough stock to take over control of the company without the permission of the target corporation’s board of directors.