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Corporations Act Questions

What is the Corporations Act?

The Corporations Act of 2001, also referred to a just Corporations Act, is an act set in place by the Commonwealth of Australia and makes laws that pertain to business entities in Australia on at federal and interstate level. The Corporations Act mainly focuses on companies and sometimes covers some laws referring to other entities such as managed investment schemes and partnerships. In the United States the Corporations Act is also known by Model Business Corporations Act, and was adopted by 24 of the 50 states. This Act was prepared by the Committee on Corporate Laws of the Section of Business Law that is a part of the American Bar Association. The purpose that the United States adopted this is due to how different the states defined corporations after World War II in 1950. For more information about the Corporations Act, read below to find answers from Experts.

In the state of Nevada, if a person is a director of a corporation and is getting the impression that their partners are trying to remove them, how easy is this to do and does the individual have any recourse?

The procedures for the removal of a director would be found I n the by-laws of the corporation, if the person is a shareholder and the partners are trying to force the person out then they would have to adhere to any existing shareholder agreement. If there is no shareholder agreement, then the Nevada Corporations Act would control the issue. There are protections set up to protect the shareholders that have a minority from shareholders that hold the majority. In most cases it is not recommended to attempt by one’s self but should be taken in front of a court.

In the state of Texas, can a US Incorporation have only one corporate officer playing all three roles (President, Vice President and Secretary) and can this person be a foreign national?

Article 2.42 of the Texas Business Corporations Act, in regards to officers, says the following, "A. The officers of a corporation shall consist of a president and a secretary, each of whom shall be elected by the board of directors at such time and in such manner as may be prescribed by the bylaws. Such other officers, including assistant officers and agents as may be deemed necessary may be elected or appointed by the board of directors or chosen in such other manner as may be prescribed by the bylaws. Any two (2) or more offices may be held by the same person." So, one person can hold all three offices and the foreign nationality would not matter.

In the state of Texas, if a person has concerns about liability suits, are the suits limited to one million dollars?

In most cases, corporations act as a shield against their owners for any liability so there are no limits on record in the state of Texas. If a suit is filed then it would be up to the judge and jury as to what damages, if any, and what amount the damages would amount to.

In the state of Virginia, can a majority holding partner keep the minority holding partner from seeing the financial records of the company or companies that they own together?

All partners rights are based on the Model Business Corporations Act of Virginia and all partners have the right to see the banking statements and/or financial records of the business/businesses.

The Corporations Act of any state can protect partners from being forced out of a corporation, corporations from operating in a unethical way, and help partners get their fair share of the corporation’s assets. When issues arise regarding the laws that partners or shareholders have to abide by or the Corporations Act terms are difficult to understand, then the partner or shareholders may contact an Expert to help determine what the partner or shareholders may need to do to comply with the Corporations Act of the state in which they would like to do business.
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