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What is a Registered Corporation? A Comprehensive Legal Overview
Definition & meaning
A registered corporation is a type of corporation whose securities are registered under the Securities Exchange Act of 1934. This means that the corporation has publicly traded shares, allowing investors to buy and sell them on stock exchanges. Unlike other types of corporations, shareholders in a registered corporation typically do not have the right to propose changes to the corporation's articles of incorporation. Additionally, registered corporations have specific protections against unsolicited takeover attempts, allowing them to set terms that may restrict certain shareholder actions regarding their shares.
Table of content
Legal use & context
The term "registered corporation" is primarily used in corporate law, particularly in the context of securities regulation. It is relevant for businesses that are publicly traded and must comply with federal regulations regarding disclosure and corporate governance. Users can manage certain aspects of their corporate structure using legal templates from US Legal Forms, which can help them navigate the complexities of maintaining compliance with the Securities Exchange Act and other related laws.
Key legal elements
Real-world examples
Here are a couple of examples of abatement:
Example 1: A technology company, Tech Innovations Inc., registers its shares with the SEC. As a registered corporation, it must provide regular financial disclosures to its shareholders and comply with strict regulations regarding its governance.
Example 2: In the case of AMP Inc. v. Allied Signal, the court ruled that registered corporations can set specific conditions that limit how many shares any one person can own, providing a safeguard against hostile takeovers. (hypothetical example)
Relevant laws & statutes
The primary statute governing registered corporations is the Securities Exchange Act of 1934. This act outlines the requirements for registration, reporting, and compliance for publicly traded companies. Additionally, corporate governance laws at the state level may also apply.
State-by-state differences
State
Key Differences
Delaware
Known for business-friendly laws, many corporations choose to incorporate here for favorable regulations.
California
Has stricter disclosure requirements for registered corporations compared to other states.
New York
Imposes additional regulations on corporate governance for registered corporations.
This is not a complete list. State laws vary, and users should consult local rules for specific guidance.
Common misunderstandings
What to do if this term applies to you
If you are involved with a registered corporation, it is essential to understand your rights and obligations. Consider reviewing your corporation's bylaws and articles of incorporation for specific terms that may apply. If you need assistance, explore US Legal Forms for templates that can help you navigate compliance and governance issues. For complex matters, consulting with a legal professional is advisable.
Find a legal form that suits your needs
Browse our library of 85,000+ state-specific legal templates.
Varies by state and corporation size; registration fees can range from hundreds to thousands of dollars.
Jurisdiction
Federal and state laws apply.
Possible Penalties
Fines for non-compliance with reporting requirements; potential legal action from shareholders.
Key takeaways
FAQs
A registered corporation has publicly traded shares and must comply with federal regulations, while a private corporation does not publicly trade its shares and has fewer regulatory requirements.
Generally, shareholders in a registered corporation do not have the right to propose amendments to the articles of incorporation.
Registered corporations can set specific terms in their bylaws to limit or preclude certain shareholders from acquiring a significant number of shares.