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1 Articles of Incorporation

There are many reasons to incorporate your business including limiting your personal liability, gaining tax advantages, anonymity, and flexibility as well as guaranteeing an enduring business structure. Anyone who operates a business may incorporate.

A Corporation springs into existence once the articles of incorporation are filed with the Secretary of State. The articles of incorporation set forth the name and address of the corporation as well as authorize the issuance of stock, limit liability of directors and state the corporate purpose. There may be other requirements, such as other documentation and procedures, necessary to complete organization so it is important to be informed of all such requirements to ensure the corporation is complete and properly organized.

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2 Registered Agent Consent

A properly formed business is required to have a registered agent for service of process. The purpose of the registered agent is to be served with any legal papers in case of a lawsuit, and also for other purposes. The registered agent must be located in the state in which the business is formed and must have a physical address. Use this form to get proper consent from the registered agent and file with the secretary of state if required. Many states require this separate consent form.

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3 Bylaws

While there is only one instance where it is required by law that a corporation adopts corporate bylaws, virtually all corporations adopt them. They are essentially the game plan of the corporation. The exception to the general rule that bylaws are not a legal requirement is when the number of directors is not stated in the articles of incorporation. If the number of directors are not specified in the articles of incorporation then bylaws must be adopted specifying that number of directors for the corporation.

Bylaws serve several useful functions. They provide the rules and regulations for corporate governance as well as the governance of shareholders, officers and directors of the corporation. Bylaws also restate a lot of the state statutory rules, procedures and standards relating to corporate governance and may alter those statutory standards which are variable.

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4 Minutes of First Meeting of Board of Directors

When a meeting of the board of directors of a company is held minutes should be kept and filed in a minutes book. A simple, organized file of all meetings minutes will suffice and should be kept on record at the corporation's headquarters. The minutes should include all resolutions made and other matters dealt with at the meeting and should be signed by the secretary of the meeting.

Use this form for the first meeting of the board of directors, after the organizational meeting has taken place. You may choose to combine the two meetings if you desire (see other LawSmart documents). This will be a guide as to what resolutions should be taken care of upon the first meeting of the board of directors.

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5 Incorporation Cover Letter to Secretary of State

When filing your articles of incorporation with the Secretary of State, or any other documentation for that matter it is important to include a cover letter which describes what is enclosed in the package. This is simply to avoid confusion when filing and therefore help things move as seamlessly as possible through the system.

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6 Action without Meeting of Directors

It is the responsibility of the initial directors to complete the corporate organization. For example, electing the corporate officers, approving the form of share certificate and corporate seal if desired, authorizing the corporation's banks which will be used, and authorized issuance of the corporation's shares and any debt securities etc.

Any action required or permitted to be taken by the board of directors, including actions required to be taken at the organizational meeting, may be taken without a formal meeting if all board members sign a written consent. Use this form in lieu of a formal meeting to approve the bylaws and be sure to file with the corporate minutes.

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7 Action of Incorporators Taken Without a Meeting By Written Consent

In the situation where a company's articles of incorporation do not name the initial directors of the corporation, the company's incorporators must hold an organizational meeting to appoint directors as well as adopt bylaws.

Use this form in lieu of holding a meeting of the incorporators. The incorporator must consent and sign the form.

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8 Waiver Of Notice And Consent To Holding Of Organizational Meeting Of Board Of Directors

In order for a corporation to be properly formed the board of directors must hold a first organizational meeting. Ordinarily, a meeting of the directors requires notice. Use this form to allow the directors to waive notice and consent to this meeting. This enables the corporation to hold the meeting without having to give proper notice.

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