1. Corporations: Formation
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2. Home State State of formation = home state Internal affairs doctrine
Disputes involving the internal affairs of a corporation shall be resolved under the rules of the state of formation.
Domestic corp. vs. Foreign corp.
Authority to do business in New York
Why choose one state over another?
Subject to NY laws as a foreign corporation

3. Two Pathways Domestic Corporation Foreign Corporation
File Certificate of Incorporation ($125 plus share tax)
Hold incorporators meeting to elect board of directors
Adopt bylaws
Follow formation rules for home state (cost varies)
File Application for Authority to do business in New York ($224 plus share tax)
Hold incorporators meeting to elect board of directors
Adopt bylaws