What is a General Corporation in Delaware?

A General Corporation - often referred to as a Stock Corporation, Open Corporation or C Corporation - is highly recommended when a company goes public or plans a private offering of stock. General corporations are also typically used when a company wants to attract venture capital funding.

A General Corporation has three tiers of power: Shareholders, Directors and Officers. Each has different rights and responsibilities within the corporation.

The Shareholders are the financial resources in the company. They own the company but do not manage it’s routine. Holders of common stock receive one vote for each share they own, and they have the right to help elect the members of the Board of Directors, as well as to vote on certain other matters of major significance to the company.

Shareholder who holds a majority of the shares of issued stock also hold the right to control the company. This is sometimes referred to as "Majority Shareholder." They possess a larger amount of responsibility than minority shareholders.

Other Shareholder holds no controlling role is referred to as “Minor Shareholder." Generally, they bear no responsibility to the company. They are able to assign, or grant their votes to anyone they choose, and sell their stocks at their will.

Shareholders are rewarded in two ways: by dividends paid on their stocks and by the increased value of their stocks as the company grows.

The Directors take responsibility for the company overall management. They manage all the major business actions, such as the issuance of stock, the election of officers, the hiring of key management, the establishment of corporate policies and the setting of their own and key officers' salaries and compensation packages.

Directors may make decisions and take action in pre-announced meetings with a quorum present, or without a meeting by unanimous written consent of all Directors. Directors cannot give or sell their votes to other directors, nor can they vote by proxy.

Ordinarily, Directors may be removed and replaced - with or without cause -  by the majority vote of the shareholders. This is the controlling role of Majority Shareholders.

The Officers work for the Board of Directors and handle the day-to-day business activity. Officers carry out the Board's decisions and implement the Board's policy. Officers are usually the President, Vice President, Secretary and Treasurer. The Board of Directors will appoint other Officers such as C.E.O, Sale Manager, Operation Manager,... to fit the company provision.

Officers do have the right to purchase company issued stocks at the discretion of the Board of Directors.


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