Corporations are formed under the state statutes where they are incorporated. While state corporation laws govern the creation, organization and dissolution of corporations, federal corporations laws are also significant, following the passage of the Securities Act of 1933, which encompasses the issuance and sale of corporate securities.
Corporations: Examples and Explanations (2003, 4th ed.), by Alan R. Palmiter, provides useful contextual background information:
"Although no two state corporation statutes are identical, there has been a trend toward greater uniformity and modernization. In 1950 the American Bar Association's committee on corporate law published the first model business corporation act. This model act, and its many revisions served as the basis for corporation statutes in most states." (section 1.2.2, page 9)
"Not all state, however, have enacted a version of the model acts. In fact, the most prominent corporate law states--Delaware, California, and New York--have their own idiosyncratic corporation statutes. Delaware's statute is particularly important in corporate law because of the leadership of its legislature in enacting corporate law reforms, the sophistication of the state's corporate bar, and the expertise and influence of its judiciary, and because most large, public corporations are incorporated in Delaware." (section 1.2.2, page 9)
The following links cover some of the basic the print and electronic sources available.
- State
- Bloomberg Law: Practice Centers>>>Corporate>>Laws & Regulations
- Links to Delaware, ABA Model Acts, and Uniform State Laws..
- Corporations and Other Business Organizations: Statutes, Rules, Materials and Forms. By Melvin A. Eisenberg (Foundation Press 2016). KF1414.A15 C67 2016
- "This compilation contains statutes, rules, materials, and forms affecting conventional business corporations, benefit corporations, flexible purpose corporations, general partnerships, limited liability partnerships, limited partnerships, limited liability limited partnerships, and limited liability companies. The materials are expertly arranged by one of the leading scholars in the field and are intended for law school study."
- Contents includes: Delaware General Corporation Law, Model Business Corporation Law, and New York Business Corporation Law.
- Cornell Legal Information Institute. Links to state corporation laws.
- Model Business Corporation Act Annotated: Model Business Corporation Act with Official Comment and Reporter's Annotations. 4th ed. (ABA Section of Business Law 2008-) Biddle: KF1404.52 A65 2008. Bloomberg Law: Practice Centers>>Corporate>>Laws & Regulations>>Business Corporation Laws>>ABA Model Act
- "The Model Business Corporation Act Annotated (4th edition) contains the complete text of the Model Business Corporation Act (the 'Model Act'), together with Official Comment and Reporter's Annotations for each section. The Model Act was promulgated and approved by the Committee on Corporate Laws of the Section of Business Law of the American Bar Association.”
- "The Model Act is designed as a free-standing general corporation statute that can be enacted substantially in its entirety by a state legislature. Thirty-one jurisdictions have adopted all or substantially all of the Model Act as their general corporation statute,1 and three others have statutes based on the 1969 version of the Act.2 Many other states have adopted selected provisions of the Model Act.”
- Federal
- Bloomberg Law: Practice Centers>>>Corporate>>>Laws & Regulations
- Links to federal compliance laws such as the Sarbanes-Oxley Act of 2002 and federal antitrust laws.
- Corporations and Other Business Organizations: Statutes, Rules, Materials and Forms. By Melvin A. Eisenberg (Foundation Press 2016). KF1414.A15 C67 2016
- "This compilation contains statutes, rules, materials, and forms affecting conventional business corporations, benefit corporations, flexible purpose corporations, general partnerships, limited liability partnerships, limited partnerships, limited liability limited partnerships, and limited liability companies. The materials are expertly arranged by one of the leading scholars in the field and are intended for law school study."
- Contents includes: Securities Act of 1933, and Sarbanes-Oxley Act of 2002.
- Cornell Legal Information Institute
- Links to securities statutes in Title 15 of the United States Code.
