When the Founding Fathers drafted the Constitution and the Bill of Rights, they included a provision that would allow states to dictate laws for issues that would not be directly dealt with by the federal government. The tenth amendment to the Constitution allows states to have some control over lawmaking. Although this provision was put in place to ensure that the central federal government did not unbalance the power of the state governments, in the last 200 years this provision has served as the impetus for the development of a wide range of state specific laws. As such, when an individual moves from one state to another, the specific laws that are used by the state must be considered before certain actions take place. Such is the case with the development and establishment of a corporation.With the realization that different states have different laws when it comes to developing a corporation, there is a clear impetus for organizations to consider these issues before making the decision to locate a corporation in any one specific state. Using this as a basis for research, this investigation considers the legal structure and formation of corporations.
[...] include: Texas Business Corporation, Texas Professional Corporation, Texas Non-Profit Corporation, Foreign Business Corporation transacting business in Texas, and Foreign Non-Profit Corporation conducting affairs in Texas (Choose your , 2004). While the research demonstrates that the requirements for establishing each of these types of corporations are similar, for the purposes of this investigation, the general Texas Business Corporation will be used for investigation. Incorporating a Business The first step that an organization must take to become incorporated is to file articles of incorporation with the Texas Secretary of State. [...]
[...] Federal and State Requirements The final two obligations that must be taken into consideration when establishing a corporation in Texas are business requirements and taxes. Considering first the issue of business requirements, the State of Texas notes that there are a host of federal and state requirements that must be addressed before corporations can begin operations. The requirements are as follows: Federal Requirements: Americans with Disabilities Act requirements; The United States Equal Employment Opportunity Commission (EEOC), which prevents discrimination in the workplace; Occupational Safety and Health Administration (OSHA) requirements; and wage and labor requirements as set forth by the U.S. [...]
[...] Other Provisions Naming the Corporation While the specific procedures for the incorporation of the organization in Texas appear to be fairly straightforward overall, it is evident that there are additional issues that must be taken into consideration when completing this process of incorporation overall. For instance the Business Corporation Act places some overall restrictions the specific name that is used for the development and incorporation of an organization. For instance, under the new Business Organization Code, companies wishing to become incorporated must ensure that the name that selected for the organization is not being used by any other company operating in the state of Texas. [...]
[...] In order for voluntary dissolution to occur, the Texas State Comptroller must verify “that all tax requirements for the status change have been (Requirements to , 2004). Once these requirements have been met a Certificate of Account Status is issued to the corporation. This certificate can be used by the corporation to provide the Secretary of State with proof that the corporation has met all of its tax obligations. After the Secretary of State receives this notification, the status of the corporation can be officially changed. [...]
[...] Mergers Corporations operating in the State of Texas can undertake mergers with other corporations operating inside or outside of Texas. Although the specific rules that govern mergers is predicated upon the anti-trust laws established by the federal government, the State of Texas does include some provisions for mergers that take place in the state. Interestingly, Part Article 5.15 of the Business Corporation Act states that, “Nothing contained in Part 5 of this Act shall ever be construed as affecting, nullifying or repealing the Anti-trust laws or as abridging any right or rights of any creditor under existing laws.” Most of the provisions that are included in this specific part of the Business Corporation Act simply provide timeframes under which paperwork for mergers must be filed. [...]
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