Understanding Corporations Close Corporations: A Comprehensive Guide

Q: Can shares be transferred in a close corporation?

Yes, but there are often restrictions to maintain control within the group of shareholders.

Q: How do I form a close corporation?

You need to file articles of incorporation with your state and comply with specific regulations regarding management and shareholder structure.

Definition & meaning

A close corporation is a type of business entity owned by a small group of shareholders, typically no more than 35. These shareholders are often actively involved in the management and operations of the corporation. Close corporations often consist of family members or trusted associates and usually have specific restrictions on transferring shares to maintain control within the group. They are governed by state laws that allow for more informal management practices compared to traditional corporations, such as making decisions without a formal board of directors meeting.

Table of content

Legal use & context

Close corporations are commonly used in the context of business law and corporate governance. They provide a flexible structure for small businesses, allowing shareholders to manage the corporation directly. This term is particularly relevant in areas such as:

Corporate law
Business formation
Shareholder agreements

Users can benefit from legal templates offered by US Legal Forms to create necessary documents for establishing or managing a close corporation.

Key legal elements

Real-world examples

Here are a couple of examples of abatement:

Example 1: A family-owned restaurant operates as a close corporation, allowing family members to manage the business without needing a formal board of directors.

Example 2: A group of friends starts a tech startup as a close corporation, enabling them to make quick decisions without lengthy meetings. (hypothetical example)

State-by-state differences

Examples of state differences (not exhaustive):

State	Key Differences
California	Allows close corporations to operate with fewer formalities.
New York	Has specific provisions for the management structure of close corporations.
Texas	Permits close corporations to have unique governance rules set in their articles of incorporation.

This is not a complete list. State laws vary, and users should consult local rules for specific guidance.

Comparison with related terms

Term	Definition	Key Differences
Close Corporation	A corporation with a limited number of shareholders who manage the business.	Fewer formalities, active management by shareholders.
Public Corporation	A corporation that sells shares to the public.	Unlimited shareholders, subject to more regulations.
S Corporation	A tax designation allowing profits to be passed through to shareholders.	Must meet specific IRS requirements, can have up to 100 shareholders.

Common misunderstandings

What to do if this term applies to you

If you are considering forming a close corporation, here are steps to follow:

Determine if a close corporation structure fits your business needs.
Consult state-specific regulations regarding close corporations.
Use legal templates from US Legal Forms to draft your articles of incorporation and bylaws.
Consider seeking professional legal advice if you have complex needs or questions.

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Quick facts

Typical number of shareholders: Up to 35
Management style: Informal, often without a board of directors
Restrictions: Share transfer limitations
Jurisdiction: Governed by state laws

Key takeaways

FAQs

What is the main advantage of a close corporation?

The main advantage is the ability for shareholders to manage the business directly without the need for a formal board of directors.