Starting a Business

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Starting a Business Legal Forms

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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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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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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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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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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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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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Proxy Consent

A stockholder may consent or authorize another person to vote on his or her behalf at a corporations shareholder meeting. Use this document to give proxy consent.

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General Partnership Agreement

A partnership agreement is a contract for two or more people or entities used to form a business partnership. The agreement sets forth the terms and conditions and rules regarding governance of the partnership. The agreement also describes the kinds of contributions each partner will make and set forth whether it will be an equal partnership or if one partner will make a larger contribution of money, or labor than the other partner(s).

This agreement provides for partner flexibility upon the withdrawal, death or other incapacity of a partner and allows for the remaining partners to either accept such partner's successor in interest as a partner or buy-out such partner's interest, as may be agreed by the partners. This provision prevents the dissolution of the partnership outright upon such event and gives the partners flexibility in dealing with such unforeseen events.

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General Information

You've decided to start your own business, good for you! Starting your own business is exciting but certainly overwhelming as well. There are many legal needs as well as other significant planning aspects that are critical to the success of your business and it is important that you stay on top of these things from the very start. LawSmart will help you on your way to organization, legal protection and peace of mind.