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An S corporation (or S Corp), for United States federal income tax, is a closely held corporation (or, in some cases, a limited liability company (LLC) or a partnership) that makes a valid election to be taxed under Subchapter S of Chapter 1 of the Internal Revenue Code. [1] In general, S corporations do not pay any income taxes.
A combination of a state's corporation law, case law developed by the courts, and a corporation's own articles of incorporation and bylaws determine how power is shared. In general, the rules of a corporation's constitution can be written in whatever way its incorporators choose, or however it is subsequently amended, so long as they comply ...
A non-stock corporation typically has members who are the functional equivalent of shareholders in a stock corporation. The members may have the right to vote (and other rights) based on the bylaws of the corporation. Non-stock corporations may also choose to have no members. The vast majority of not-for-profit corporations are non-stock ...
The articles of incorporation outline the governance of a corporation along with the corporate bylaws and the corporate statutes in the state where articles of incorporation are filed. To amend a corporate charter, the amendment must usually be approved by the company's board of directors and voted on by the company's shareholders. [16]: 10
[10] [12] Organizations may use a book such as Robert's Rules of Order Newly Revised for guidelines on the content of their by-laws. [13] This book has a sample set of by-laws of the type that a small, independent society might adopt. [14] The wording of the by-laws has to be precise. Otherwise, the meaning may be open to interpretation.
Corporate governance is primarily the study of the power relations among a corporation's senior executives, its board of directors and those who elect them (shareholders in the "general meeting" and employees), as well as other stakeholders, such as creditors, consumers, the environment and the community at large. [16]
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