Also known as: charters · chartered · corporate charter · royal charter
Written by attorneys · grounded in primary & secondary sources — see below
2 senses
A document filed with a state that creates a corporation and sets forth its basic governance provisions. The filing establishes the entity's legal existence and limits its powers to those stated in the document.
A document filed with a state that creates a corporation and sets forth its basic governance provisions. The filing establishes the entity's legal existence and limits its powers to those stated in the document.
Cascade Manufacturing holds a state charter authorizing it to sell gasoline only through independent dealers. The state enacts a statute barring refiners from operating their own retail outlets. Cascade challenges the statute as conflicting with federal antitrust policy.
A contract for the use or hire of a vessel. The agreement creates a right to payment for the vessel's services that qualifies as an account under secured transactions rules.
Coastal Shipping charters a tanker from Crystal Dynamics for six months of coastal transport. The charter obligates the charterer to pay a fixed daily rate whether or not cargo is carried. That payment right becomes an account that Coastal Shipping can use as collateral for a loan.
A contract for the use or hire of a vessel. The agreement creates a right to payment for the vessel's services that qualifies as an account under secured transactions rules.
Each sense below has its own examples, sources, and questions.
Affiliated Ute Citizens attempts to form Ute Distribution Corp. by a vote of only forty-two members instead of the required majority of mixed-blood members. The articles of incorporation are filed anyway. Later litigants challenge whether the entity was validly chartered.
NCS Health Care's charter contains a provision converting Class B shares to Class A shares upon a change of control. Omnicare acquires stock and sues for a declaratory judgment interpreting the conversion clause in its favor.
Congress charters a national bank to handle federal fiscal operations. Maryland imposes a tax on the bank's Baltimore branch. The bank challenges the tax as an unconstitutional interference with a federal instrumentality.
Citizens United, a nonprofit corporation formed under state charter, produces a film critical of a political candidate. Federal election law restricts its use of corporate funds for the broadcast. The corporation challenges the restriction as violating free speech protections.
Most states require the filing of articles or a certificate of incorporation, sometimes called the charter, to form a corporation. The document must contain the mandatory provisions listed in the state statute.
Congress may charter a corporation when the charter is a means of executing an enumerated power such as defense or commerce. The Necessary and Proper Clause supplies the authority for selecting the corporate form.
Under uniform partnership and limited partnership acts, a partner may be expelled if the partnership notifies the partner of the revocation and the charter is not reinstated within ninety days.
A state-granted corporate charter is a contract, but a state may reserve the power to alter or revoke it. When such a reservation exists, later amendments do not violate the Contract Clause.
Yes. A right to payment arising from a charter or other contract for the use or hire of a vessel is expressly included in the UCC definition of account.
…of Maryland passed an act entitled "An act to impose a tax on all banks, or branches thereof, in the State of Maryland, not chartered by the legislature." Those acts are made part of the agreed statement of facts and may be read from the respective statute books. It is further admitted that the President, directors, and…