Most states provide standardized forms for articles of incorporation. A corporation can use the standardized form or file another form as long as it complies with state requirements. The articles of incorporation are filed with the designated state official for such filings, ordinarily the secretary of state. A corporation is usually recognized as a legal entity as soon as the articles of incorporation are filed or when the certificate of incorporation is issued by the state. However, some states may also require additional filings in some counties before the corporation is recognized as a legal entity. After the articles of incorporation have been filed and the certificate of incorporation has been issued by the state, the following steps must be carried out by the new corporation: 1) The incorporators elect the directors if they are not named in the articles, 2) The incorporators resign, 3) The directors meet to complete the organizational structure. At this meeting they: a. Adopt bylaws for internal management of the corporation. The bylaws specify: o The requirements for annual meetings of shareholders; o Specifications regarding what constitutes a quorum at a shareholders’ meeting and what con-stitutes a majority vote on the part of shareholders; o Methods of calling special shareholders’ meetings; o How directors are to be elected by the shareholders, the number of directors and the length of their terms, specifications for meetings of the board of directors and for what constitutes a quorum at a board meeting; o How officers are to be elected by the board of directors, officer positions and the responsibili-ties of each officer position; o How the shares of the corporation shall be represented (for example, by certificates) and how shares shall be issued and transferred; o Specifications for payments of dividends; and
Posted on: Sat, 22 Nov 2014 06:59:24 +0000
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