United States corporate law

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The company law of the United States deals with the United States of America provided for companies legal forms . The federal system of the United States allows each state to develop its own company law through its legislature . As a result, the possible types of company differ considerably from state to state. Standardization can only be found among the smaller states whose laws conform to the Model Business Corporation Act .


In particular, the corporations called corporations are important for the economy. On the one hand, most large American companies are organized as corporations; on the other hand, some of the American forms of company are popular as a shell for their own business because they can limit the liability of the agent to the company's assets without the strict rules on raising capital of German , Austrian or Swiss company law .

The corporation is characterized in particular by the fact that liability is limited to the company's assets ( limited liability ) and the company continues to exist beyond the death of the founders and shareholders ( perpetual lifetime ) .

As incorporated companies are in the US, which under the applicable company law of a local state in the commercial register in the database. It is not absolutely necessary that a company has its registered office in the state in which it was registered ( formation theory ).

The legal capacity of the corporation under US law is recognized by the German legal system by virtue of the German-American friendship treaty of October 29, 1954.

Corporations can be used as the suffix Corporation or Corp. for short . to lead.


Corporation is an English term that is often used as an addition to the company name. This is also known as an abbreviation in the form of Corp. or Inc. ( incorporated ) . Microsoft Deutschland GmbH, for example, is a subsidiary of Microsoft Corporation. In popular parlance, a corporation is only understood to mean a stock corporation that is listed on a stock exchange, but this is not always the case. Rather, as with the RAND Corporation, no profit whatsoevercan be sought.

Like the German term corporation, the word comes from the Latin word corpus , body. A corporation is therefore a corporation, i.e. a community of persons (society) or an institution representing these persons with its own legal personality ( legal person ).

In England the institution that took care of the administration of a community was called a corporation . This was repealed in 1973 and only the City of London Corporation bears this name.


Corporations can be for-profit or not-for-profit public companies. A profit-oriented corporation distinguishes between authorized shares and issued shares . All shares, the number of which isspecifiedin the Articles of Incorporation , are called authorized shares . The so-called issued shares are those shares that have actually been taken over by shareholders. The shares do not have to have a nominal value.

The not-for-profit corporations , the so-called non-profit corporations , do not issue any shares. Foundations, churches and other non-profit organizations, for example, appear as a non-profit corporation .

Types and forms

  • Public or publicly traded is a corporation whose shares are listed on an exchange and traded. This includes the largest corporations in the USA.
  • The majority of corporations are private or privately held or close corporations or closely held and are therefore not publicly traded.
  • Another form are mutual benefit corporations , the aim of which is to act on behalf of the shareholders. Examples of this are golf or tennis clubs that buy and operate sports facilities as a corporation for the benefit of the members.
  • A Small Business Corporation , or S Corporation for short , is a company with a maximum of 100 shareholders, whose profits and losses can be directly attributed.
  • The Benefit Corporation , or B Corporation for short , is a legal form introduced in many states in the United States in 2010 that provides companies in the social entrepreneurship sector with a legal framework. A typical legal form is, for example, the Public Benefit Corporation .

Limited Liability Company (LLC)

The Limited Liability Company is a fairly new form of company alongside the Corporation , the S Corporation and the Partnership . It is literally a 'limited liability company', but unlike the German GmbH, it is not necessarily a corporation.

Limited Liability Partnership (LLP)

The Limited Liability Partnership is a legal form of partnerships under English / American law. This type of company can best be compared with a limited partnership without a general partner (better: Einheits- GmbH & Co. KG ). The difference to the Limited Liability Company (LLC) is that the shareholders can exercise the management directly. As with a corporation, however, you do not have to forego comprehensive liability protection. In addition, this legal form can also be structured like a partnership for tax purposes.

This type of company is often encountered in the freelance sector such as law firms , auditors , tax consultants and architects ( law firm , partnership ), especially because in some US states , such as New York and California , this type of company is only open to certain liberal professions.

Individual states


The state of Delaware has a very liberal corporate law ( Delaware General Corporation Law ) that differs from the other US states . This results in various advantages for the founder and shareholder of a corporation under the law of the state of Delaware:

The formation of a US corporation under the law of Delaware is possible in writing from anywhere in the world. It can be a one-man company or it can be set up with several shareholders . No minimum capital is required. Typically, 1,500 shares of no par value are subscribed to, then the share capital is zero US dollars.

The founder, respectively shareholder may also President ( President ), Treasurer ( Treasurer ) and Secretary ( Secretary to be) in a person. The intended purpose can be formulated very broadly, but also briefly. It just needs to conform to Delaware corporate law.

The importance of the liberal corporate law of the US state of Delaware results from the fact that over 850,000 companies are registered in this state, including very well-known and large global companies such as The Coca-Cola Company , General Motors , Google , Walt Disney Company , McDonald's Co. or Goldman Sachs Group Inc. More than half of all US publicly traded companies and 63% of the Fortune Global 500 have their legal headquarters in Delaware. Derived from this, a settlement strategy through favorable legal forms in Germany is also called the Delaware effect .


Florida is very liberal as a founding state. As a one-man company you can hold several positions, such as President , Treasurer or Secretary . Any natural person over the age of 18 can form a company in Florida and assume any position in it.

No notarial certification is required for the establishment, as is customary in Germany. In addition, no minimum capital is required, the company can be founded without share capital. The partners / shareholders are not entered in the commercial register and can therefore remain anonymous. When incorporating an LLC in Florida, the Florida State Income Tax does not apply if the LLC is classified as a partnership. Even if this did not happen, a low tax rate of only 5.5% would be paid to the state of Florida. Add to this the Federal Income Tax for each state, which varies between 15% and 35% depending on profit.

Individual evidence

  1. American Bar Association Model Business Corporation Act, 3rd Edition, 2002 (English)
  2. see article in English
  3. ↑ In the judgment of July 5, 2004, the BGH determined whether the limitation of liability also applies to letterbox companies ( Memento of the original of June 6, 2008 in the Internet Archive ) Info: The archive link was automatically inserted and not yet checked. Please check the original and archive link according to the instructions and then remove this notice. II ZR 389/02. expressly left open. @1@ 2Template: Webachiv / IABot / www.lrz-muenchen.de
  4. ^ BGH, judgment of January 29, 2003, VIII ZR 155/02.
  5. Corp. . In: Oxford English Dictionary . Oxford University Press . Retrieved October 24, 2017.
  6. Frequently Asked Questions . RAND Corporation. Retrieved May 2, 2011.
  7. ^ S Corporations . Internal Revenue Service . September 8, 2014. Retrieved October 20, 2014.
  8. Business Structures . Internal Revenue Service. September 4, 2014. Retrieved October 20, 2014.
  9. New York State - Division of Corporations Registering an LLP ( Memento of the original from September 15, 2008 in the Internet Archive ) Info: The archive link was inserted automatically and has not yet been checked. Please check the original and archive link according to the instructions and then remove this notice. (English) @1@ 2Template: Webachiv / IABot / www.dos.state.ny.us
  10. California - Secretary of State Frequently Asked Questions about Limited Liability Partnership ( Memento of August 3, 2008 in the Internet Archive )
  11. ^ State of Delaware - Division of Corporations: Delaware Corporation and Business Entity Laws. Retrieved April 6, 2011 .
  12. ^ State of Delaware - Division of Corporations: About Agency. Retrieved April 6, 2011 .