Model Business Corporation Act

The Model Business Corporation Act (MBCA) is a model set of law prepared by the Committee on Corporate Laws of the Section of Business Law of the American Bar Association and is followed by twenty-four states.[1] It has been influential in shaping standards for United States corporate law.


The MBCA was created after World War II in 1950 due to variation in how states defined corporations. The variation and uncertainty resulted in many lawsuits in which a promoter was sued personally for obligations ostensibly incurred in the name of the nascent corporation. The widespread adoption of the MBCA brought some clarity to such confusion and other corporate law issues. Most states are now guided by the Revised Model Business Corporation Act (RMBCA), a revised version of the MBCA.

Use of Model

The Model Business Corporation Act (2002) is used by twenty-four states. A partial list is as follows.

See also


  1. L Bebchuk, 'The Case for Increasing Shareholder Power' (2004-5) 118 Harvard Law Review 833, 844


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