COMPARISON OF ASPECTS OF CORPORATE LAWS OF NEW YORK, DELAWARE, NEVADA, MARYLAND, AND ALABAMA

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1 Statutes Fees Who May Incorporate Formation Shareholders Name Filing COMPARISON OF ASPECTS OF CORPORATE LAWS OF NEW YORK, DELAWARE, NEVADA, MARYLAND, AND ALABAMA Purpose Reservation Characteristics Business Corporation Law Delaware Code, Title 8 Nevada Revised Statutes, Maryland Code, Alabama Title 10A, Chapter Title 7, Chapter 78 Corporations and 2 Associations Certificate of Incorporation: $125 Minimum tax on shares: $10 for 200 one or more natural persons of the age of eighteen years or over; 401 permitted by statute; 303 required and law contains very detailed and specific guidelines; 301 certificate of incorporation filed with New York Department of State any lawful act or activity; 402 $89, plus additional fees associated with stock and number of pages of Certificate of Incorporation any person, partnership, association or corporation, singly or jointly with others, and without regard to such person's or entity's residence, domicile or state of incorporation; 101 permitted by statute; 102(e) required; 102 certificate of incorporation filed with Delaware Secretary of State any lawful act or activity; 102 $75, but subject to value of initial authorized shares one or more persons; persons is not defined in the corporation law; NRS permitted by statute; NRS not required unless name appears to be that of a natural person; NRS articles of incorporation filed with Nevada Secretary of State the transaction of any lawful business, or to promote or conduct any legitimate object or purpose; purpose not required to be listed in articles of incorporation; NRS prima facie evidence of formation; NRS Filing Articles of Incorporation: $100 Organization and Capitalization fee: $20 one or more adult individuals; permitted by statute; required; articles of incorporation filed with Maryland Secretary of State any lawful business or other activity; Secretary of State: $ Minimum Probate Judge fee: $50.00 one or more persons; 10A permitted by statute; 10A required; 10A certificate of formation filed with the Office of the Judge of Probate in the county where the corporation s initial registered office is located any lawful purpose; 10A Effect of filing conclusive evidence of prima facie evidence of evidence of the existence of conclusive proof; 10A 2 formation; 403 formation; 105 the corporation; Disclosures name of incorporator name of incorporator names and addresses of names of incorporator and names and addresses of incorporator and directors initial directors incorporator and directors Optional Provisions list set out in 402 list set out in 102 corporate purpose optional, list set out in list set out in 10A NRS Proxy 11 months 3 years 6 months 11 months 11 months Voting majority of the votes of majority of the votes of unless the law, the articles majority of the votes of majority of the votes of Quorum shares entitled to vote, but shares entitled to vote, of incorporation or the shares entitled to vote, but shares entitled to vote, but

2 but not less than 1/3; not less than 1/3; 2 506; directors elected by directors elected by plurality; 216 plurality; 2 404(d) not less than 1/3; 608; directors elected by plurality; 614 bylaws provide otherwise, majority of the votes of shares entitled to vote; NRS (1); directors elected by plurality; NRS (1) not less than 1/3; 10A ; directors elected by majority; 10A Electronic Action without meeting Meetings, generally Fundamental Changes Merger not explicit, but bylaws probably may permit; 602(a) written consent signed by the holders of all outstanding shares entitled to vote, or, if the certificate of incorporation permits, signed by the holders of outstanding shares having not less than the minimum number of votes necessary to authorize the action at a meeting; 615(a) bylaws specify how and where conducted, but if not, must be held at the office of the corporation in New York; 602(a) two thirds of shares entitled to vote before February 22, 1998; majority after; 903 permitted; 215(e) permitted; NRS (2) Permitted; ; permitted; 10A (a) without prior notice and without a vote if consents in writing are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting; 228 specified by certificate of incorporation or bylaws, or as determined by the board of directors; may be held solely by means of remote communication as described in the statute; 211(a)(1) majority of stock entitled to vote; 251 unless otherwise provided in the articles of incorporation, written consent signed by stockholders holding at least a majority of the voting power, except if a different proportion of voting power is required for the action at a meeting, then that proportion of written consents; NRS unless otherwise restricted by the articles of incorporation or bylaws, stockholders may participate in a meeting of stockholders by means of a telephone conference or similar methods of communication by which all persons participating in the meeting can hear each other; NRS (4) unless provided otherwise, majority of stock entitled to vote; NRS 92A.120 unanimous consent filed in paper or electronic form with the records of stockholders meetings; or, unless the charter requires otherwise, by the stockholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a stockholders meeting if the corporation gives notice of the action to each holder of the class of stock not later than 10 days after the effective time of the action; specified by charter or bylaws, or as determined by the board of directors; may be held solely by means of remote communication, unless stockholders request a place; two thirds of all the votes entitled to be cast; 3 105(e) all shareholders entitled to vote on the action; evidenced by written consents, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records; 10A bylaws specify how and where conducted, but if not, must be held at the principal office of the corporation; 10A unless provided otherwise, two thirds of all the votes entitled to be cast, but no less than a majority; 10A Sale or two thirds of shares majority of stock entitled unless provided otherwise, two thirds of all the votes unless provided otherwise,

3 Disposition of Assets to vote; 271 majority of stock entitled to entitled to be cast; 3 105(e) vote; NRS entitled to vote before February 22, 1998; majority after; 909. two thirds of all the votes entitled to be cast, but no less than a majority; 10A Liability Dissolution two thirds of shares entitled to vote before February 22, 1998; majority after; 1001 minority shareholders who own at least 20 percent of the shares of a corporation may seek judicial dissolution on certain grounds; 1104 a 10 largest shareholders are personally, jointly and severally liable for all debts, wages or salaries due and owing to any of its laborers, servants or employees other than contractors, for services performed by them for such corporation; 630 with director action, majority of stock entitled to vote; or, without director action, unanimous consent in writing of all stockholders entitled to vote; 275 no suit may be brought against any officer, director or stockholder for any debt of a corporation until a judgment is obtained against the corporation and execution of the judgment was unsatisfied; 325 requires director action, and approval of stockholders entitled to vote; NRS no stockholder of any Nevada corporation is individually liable for the debts or liabilities of the corporation; NRS with director action, affirmative vote of twothirds of all the votes entitled to be cast; any stockholder entitled to cast a vote in the election of a director, stockholders entitled to cast at least 25 percent of all the votes entitled to be cast in the election of directors, or any stockholder or creditor of the corporation may petition for judicial dissolution on certain grounds; the voluntary or involuntary dissolution of a corporation does not relieve its stockholders, directors, or officers from any obligation or liability imposed on them by law; although they may plead on behalf of the corporation all defenses available to the corporation; two thirds of all the votes entitled to be cast, but no less than a majority; or by written consent of all shareholders, whether or not otherwise entitled to vote; 10A also permits administrative dissolution for failure to pay franchise taxes, failure to file annual report, failure to have registered agent; or corporate duration expires; 10A neither a subscriber nor a shareholder of a corporation is personally liable for the acts or debts of the corporation; 10A Directors Who May Serve Standards of Conduct and Liability assumes natural persons; each of whom shall be at least eighteen years of age full protection based on performing duties in good faith and with degree of care that prudent person in a like position would use; may rely on corporate records, information from corporate employees, natural persons; certificate of incorporation or bylaws may prescribe other qualifications full protection based on good faith reliance on corporate records, information from corporate employees, officers, board committees, or outside professionals; 141(e) natural persons who are at least 18 years of age protection based on good faith reliance on corporate records, information from corporate employees, officers, board committees, or outside professionals; presumed to act in good faith; after October 1, 2003, shall have the qualifications required by the charter or bylaws of the corporation presumed to act in good faith, in a manner reasonably believed to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would use; may rely on natural person of the age of at least nineteen full protection if act in good faith, with the care an ordinarily prudent person in a like position would exercise, and in a manner believed to be in the best interests of the corporation; may rely on

4 Officers Conflicting Interest Transactions no liability unless proven corporate records, that there was breach of information from corporate fiduciary duty, and breach employees, officers, board involved intentional committees, or outside misconduct, fraud or a professionals; no liability if knowing violation of law; conduct consistent with the NRS foregoing; officers, board committees, or outside professionals; 717; but exposed to personal liability, if did not act consistently with the foregoing, for violations of other BCL provisions, including 510 (dividends), 513 (share purchase by corporation), and 714 (loans to directors), and present when decision made and did not dissent on record or in writing; or if absent and did not dissent on record or in writing upon learning of the action; 719 statute relatively straightforward; interested directors may be counted for purposes of quorum; 713 offices not mandatory and one person may hold more than one; 715 statute very simple and straightforward; interested directors may be counted for purposes of quorum; 144 must be a secretary, but offices otherwise not mandatory and one person may hold more than one; 142 statute relatively straightforward; interested directors may be counted for purposes of quorum; NRS must have a president, a secretary and a treasurer, or the equivalent thereof; one person may hold more than one office; NRS statute relatively straightforward; interested directors may be counted for purposes of quorum; must have a president, a secretary and a treasurer; 2 412; one person may hold more than one office; corporate records, information from corporate employees, officers, board committees, or outside professionals; 10A ; but unless complied with the foregoing, potentially liable for unlawful distribution unless suit brought more than 3 years after violation; 10A but statutory scheme is extremely detailed (based on Model Business Corporation Act (1984)); interested directors may not be counted for purposes of quorum; 10A A must be a secretary, but offices otherwise not mandatory and one person may hold more than one; 10A Capital Structure Issuance of Shares shares may be all of one class, or may be divided into two or more classes consisting of either shares with par value or shares without par value, having rights, preferences and limitations, as shall be stated in the certificate of incorporation; or more classes of stock or 1 or more series of stock within any class, any or all of which classes may be of stock with par value or stock without par value and which classes or series may have such voting powers, full or limited, or no voting powers, and such designations, preferences must have one or more classes or series of shares that together have unlimited voting rights, and one or more classes or series of shares that together are entitled to receive the net assets of the corporation upon dissolution; if the articles of incorporation provide for only one class of stock, that class of stock has stock of any class authorized by its charter; and securities convertible into stock of any class authorized by its charter; articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue; if more than one class of shares is authorized, articles must prescribe a distinguishing designation for each class, and, prior to the issuance of shares of a class, the

5 Reports Taxes Dividends Stock Options and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the unlimited voting rights and is entitled to receive the net assets of the corporation upon dissolution; NRS preferences, limitations, and relative rights of that class must be described; articles must authorize (1) one or more classes of shares that together have certificate of unlimited voting rights, and incorporation; 151 (2) one or more classes of shares entitled to receive the net assets of the corporation upon dissolution; 10A issuance permitted unless insolvent or would be made insolvent, or if contrary to certificate of incorporation; may be made out of surplus to the extent that assets equal stated capital, or, if no surplus, out of profits for present or preceding fiscal year; if capital is diminished by depreciation of property to an amount less than stated capital, directors may not issue dividend; 510 majority of shares entitled to vote; 505 biennial report the New York tax scheme is detailed and complicated; it is best that the user of permitted either: (1) out surplus, or (2) if no surplus, out of net profits for the present or preceding fiscal year; if capital diminished by depreciation in the value of its property, or by losses, or otherwise, to an amount less than stated capital, the directors may not issue dividend; 170 board of directors may authorize 157 annual franchise tax report every domestic or foreign corporation doing business in Delaware, not permitted unless the corporation would not be able to pay its debts as they become due in the usual course of business, or, unless otherwise provided, the corporation s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution; NRS board of directors may authorize; NRS annual list of officers, directors and registered no franchise tax no corporate income tax permitted from net earnings in present or preceding fiscal year, or from sum of net earnings from preceding eight fiscal quarters, unless the corporation would not be able to pay indebtedness of the corporation as the indebtedness becomes due in the usual course of business, or, unless otherwise provided, the corporation's total assets would be less than the sum of the corporation's total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights on dissolution are superior to those receiving the distribution; board of directors, in its sole discretion may authorize; annual report the Maryland corporation income tax applies to every Maryland corporation and permitted unless the corporation would not be able to pay its debts as they become due in the usual course of business, or the corporation's total assets would be less than the sum of its total liabilities plus, unless otherwise provided, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution; 10A board of directors may authorize; 10A annual report no minimum corporate tax rate: for tax years

6 specifically exempt under every other corporation that Section 1902(b), Title 30, has a nexus with Maryland; Delaware Code, is multistate corporations required to file a operating in Maryland as a corporate income tax unitary business must return and pay a tax of allocate income using an 8.7% on its federal taxable apportionment formula; income allocated and unistate corporations apportioned to Delaware; subject to the Maryland this tax is based on an income tax law may not equally weighted threefactor apportion income method of apportionment; the for pass through entities, factors are property, the tax rates are 7.5 percent wages and sales in for nonresident individual Delaware as a ratio of members (including property, wages and sales nonresident fiduciaries) and everywhere; all 8.25 percent for nonresident corporations incorporated entity members in Delaware must file an annual report and pay a for more information see: franchise tax; exempt domestic corporations do es.com/taxinfo/corpincome. not pay a tax but must file asp an annual report; the annual report filing fee for all other domestic corporations is $50.00 plus taxes due upon filing of the annual report; the minimum tax is $75.00 for corporations using the authorized shares method and a minimum tax of $ for corporations using the assumed par value capital method; all corporations using either method will have a maximum tax of $180,000.00; taxpayers owing $5,000 or more pay estimated taxes in quarterly installments; the penalty for not filing a completed annual report this chart reference the explanations set out at: /ct/ctidx.htm (state level taxation of C corps and S corps); and dof/html/business/busines s_tax_gct.shtml (city level taxation of corporations; NYC does not recognize S corporations) beginning January 1, 2001, the tax rate is 6.5%; for tax years prior to 2001, the tax rate was 5% for more information see: s/incometax/corporate_faq.html#taxrate

7 on or before March 1st is $125.00; interest at 1.5% per month is applied to any unpaid tax balance S Corporation Status to be treated as a New York S Corporation, New York Form CT 6 must be completed and sent to the New York Tax Department for more information see: gov/information/faqs_cit. shtml, and frtax.shtml recognizes the federal S election recognizes Federal S election recognizes Federal S election recognizes Federal S election NYC does not recognize S Corporation status

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