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US Company Registration and Laws

Incorporation is handled by the state governments generally by a department under the Secretary of State and therefore requirements and law differ depending on the detailed requirements that vary according to state law. The Model Business Corporation Act was adopted by twenty four states so is an important business law in the states.
Delaware adopted corporate friendly laws in order to attract businesses and US corporations are registered there under the Delaware General Corporation Law. This technique certainly worked with over half of the US corporations being incorporated there.
A corporation doing business in another State will need to register as a foreign corporation.

Popular types of corporations include

- Limited Liability Company, which is relatively new. The advantages of this is that it combines limited liability with the tax status of a partnership i.e. limited liability meaning that the members are not liable for company debts unless they are extenuating circumstances and the tax status of the partnership meaning the avoidance of double corporate income tax.

- Limited Liability Partnership. The partners enjoy certain types of liability protection, which can vary from state to state. Each partner is usually solely responsible for his or her own professional acting.

Corporations whose shares are to be traded publicly will need to register with the US Securities and Exchange Commission. As well as state laws publicly traded Corporations will also have to comply with federal securities laws usually governing things like employment, environmental protection, food and drag regulation aswell as intellectual property and other areas.

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