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21 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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22 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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23 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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24 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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25 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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