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  1. #1

    Default Can a Company Serve as Chairman of the Board of Another Corporation

    My question involves business law in the state of: Iowa, and all other areas of the United States.

    Hi, I'm not a attorney first off. My question is rather simple, can a company be named as the chairmen of the board for another company. For example, can ABC, Inc. be named as the chairmen of the board within the incorporating documents for company XYZ, Inc.? Reading through the Code of Iowa, they state that a person must be named as initial director (chairmen), however they don't state wether a corporation qualifies as a person in this instance.

    The goal is to establish a parent / child relationship for a non-profit entity. The parent organization needs to have a controlling intrest, while at the same time having the child completely controlled and managed (such as changing bylaws) by it's own board and management. All the parent really needs to have is veto power to stop anything it doesn't agree with, much like that in a franchisor / franchisee relationship.

    I suppose you could just specifically name the director of the parent, however, this person dosen't want to sit directly on the board of the child organization. The purpose of the parent is essentially just to oversee an association of child entities, however it is also to compartmentalize liability. Someone could sue one of the children, and we don't want them to be able to go after the resources of any of the other children or parent association.

    Thank you, and again, this is for a 504c3 non-profit incorporating in Iowa, and more then likely other states down the road.

  2. #2
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    Default Re: Can a Company Be Named As Chairmen of the Board for Another Company

    Quote Quoting MrMeow
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    My question involves business law in the state of: Iowa, and all other areas of the United States.

    Hi, I'm not a attorney first off. My question is rather simple, can a company be named as the chairmen of the board for another company. For example, can ABC, Inc. be named as the chairmen of the board within the incorporating documents for company XYZ, Inc.? Reading through the Code of Iowa, they state that a person must be named as initial director (chairmen), however they don't state wether a corporation qualifies as a person in this instance.

    The goal is to establish a parent / child relationship for a non-profit entity. The parent organization needs to have a controlling intrest, while at the same time having the child completely controlled and managed (such as changing bylaws) by it's own board and management. All the parent really needs to have is veto power to stop anything it doesn't agree with, much like that in a franchisor / franchisee relationship.

    I suppose you could just specifically name the director of the parent, however, this person dosen't want to sit directly on the board of the child organization. The purpose of the parent is essentially just to oversee an association of child entities, however it is also to compartmentalize liability. Someone could sue one of the children, and we don't want them to be able to go after the resources of any of the other children or parent association.

    Thank you, and again, this is for a 504c3 non-profit incorporating in Iowa, and more then likely other states down the road.
    One organization can be a wholely owned subsidiary of another organization but a chairman of the board has to be an actual person.

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