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Nevada Corporation
Legal Benefits
The heart of the practice is domestic and international business transactions and disputes.
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Nevada's laws offer flexibility to a board of directors in managing the affairs of the corporation and permit management to put in place strong protections against hostile takeovers. It also provides extremely strong protection against “piercing the corporate veil,” which is where a corporation's owners can be held responsible for the actions of the company. As of 2007, in only one case has piercing of a corporate veil been permitted under Nevada law, and in this single case the reason was because of fraud on the part of the corporation's owners.
Compare this with a company doing business in California. If a corporation is chartered in California, which has much more creditor-friendly laws, California law will likely be applied when the company is sued. However, a corporation chartered in Nevada but doing business purely in California will likely be permitted to apply Nevada law even if sued in a California court.
Nevada (unlike other states) permits the corporation's articles of incorporation to give the company’s directors authority to adopt, amend or repeal bylaws, so that shareholders cannot change the corporation's bylaws. Also, Nevada's courts are developing a strong body of case law, which serves to give corporations and their counsel guidance on matters of corporate governance.
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| Quick Facts |
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Don't
be penny wise, pound
foolish. Have your
contracts
reviewed/drafted by an
HLA attorney.
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Business transactions
are a delicate balance
of nurturing the deal
while protecting the
client's interests.
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