What regulations govern the establishment of subsidiaries?
In New Jersey, the regulations governing the establishment of subsidiaries are governed by the New Jersey Business Corporation Act (NJBCA). The NJBCA is an act of the state legislature that sets out the procedures for the formation of a business corporation in the state. Generally speaking, the NJBCA states that a business corporation may establish a subsidiary corporation through a process which is similar to the process of forming a new corporation. A parent corporation may incorporate a subsidiary by filing articles of incorporation with the New Jersey Department of the Treasury. The articles of incorporation must include certain information such as the name of the subsidiary corporation, the address of the registered office, the authorized number of shares, and the purpose of the subsidiary. In addition to filing the articles of incorporation, the parent corporation must also take certain steps to ensure that the subsidiary is properly established and maintained. These steps include appointing directors and officers of the subsidiary, drafting bylaws, and if desired, registering the subsidiary with the IRS for federal tax purposes. The New Jersey Business Corporation Act also sets out certain regulations regarding the shareholder relations of the parent and subsidiary corporations. These regulations provide guidelines on matters such as the payment of dividends, the voting of shares, and the transfer of ownership of stock. In summary, the New Jersey Business Corporation Act provides the regulations governing the establishment of subsidiaries. This act outlines the procedures for incorporating a subsidiary corporation and also establishes guidelines for the relationship between the parent and subsidiary corporations.
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