The organizational structure of the BOC was designed to gather provisions and concepts common to various entity types in a single title (the “Hub”) and place provisions and concepts unique to a specific entity type in a separate title (the “spoke”). The BOC is comprised of thirty chapters and divided into eight titles, which are:
- Title 1. General Provisions
- Title 2. Corporations
- Title 3. Limited Liability Companies
- Title 4. Partnerships
- Title 5. Real Estate Investment Trusts
- Title 6. Associations
- Title 7. Professional Entities
- Title 8. Miscellaneous & Transition Provisions
Title 1 of the BOC (the “Hub”) is comprised of twelve chapters that contain provisions common to most forms of entities. In order to navigate the BOC, one must first look to Title 1 for the general provision and then refer to the specific title governing the entity to determine whether the specific title contains a provision that conflicts with or differs from the provision contained in Title 1. If the provision of Title 1 conflicts with the provision in the specific title, the provision in the specific title supercedes the provision in Title 1.
This paper will provide the filing officer’s perspective on the provisions of the Hub and spokes that relate to the formation, registration, reorganization, and termination of domestic and foreign filing entities.