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What Is a Close Corporation?

A close, or "closely held," corporation is a type of venture where the shareholders, directors and officers are typically the same people, and where all parties desire to remain a small, tight-knit group. Close corporations are restricted to no more than 30 shareholders.


Form a Close Corporation

A close corporation may be structured and run like a partnership with regard to management, division of profits, election of officers, employment of shareholders and other aspects—all with the legal protection of a corporation.


Additionally, restrictions on the sale, transfer or disposition of stock may be written into the bylaws of a close corporation, and shareholders always have the contractual "right of first refusal" to buy shares before any third-party if a fellow stockholder decides to sell.


In extreme cases, where the shareholders of a close corporation are deadlocked and unable to effectively manage the company, the Delaware Court of Chancery may be petitioned by the corporation's directors or shareholders to appoint an impartial provisional director.

Key Elements Back To The TopTop
  • Restricted to no more than 30 shareholders
  • There are restrictions on the sale or transfer of stock
  • Close corporations may be run like partnerships, with all corporate benefits
  • Can be Subchapter S if all qualifications are met and an IRS Form 2553 is filed in a timely manner
Frequently Used For Back To The TopTop
  • Small, tight-knit business groups
  • Family ventures
  • Companies that want less formal proceedings
  • Restricting transfer of stock
Related Articles from our blog Back To The TopTop
what is a delaware close corporation
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