Incorporation Services

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Incorporation Services

What is a Registered Agent ?

Asked Tuesday, December 26, 2000 by an anonymous user
Most jurisdictions require that the corporation designate a registered agent for Service of Process. Generally, anyone who has a street address within the state of incorporation may act as a registered agent for the corporation. PO Boxes are not allowed to be used for a registered Agent. Most tax notices are sent to the Registered agent.
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What is a Corporate Officer?

Asked Tuesday, December 26, 2000 by an anonymous user
Most jurisdictions allow the same person to act in different capacities. Generally, There are up to 6 officers. President, Vice President, Treasurer, Secretary or clerk, Assistant Secretary, Assistant Treasurer.
Although most jurisdictions allow one person to serve in all capacities, the person's responsibility and authority changes through the different officer ships the person assumes.
The President is typically responsible for entering into contracts on behalf of the corporation, the Treasurer is responsible for maintaining and accounting for corporate funds, and the Secretary is responsible for observing corporate formalities and maintaining corporate records. In addition to these required officer positions, a corporation may also have vice presidents and assistant secretaries or assistant treasurers.
Generally, the authority and responsibilities of each officer is described in the corporate bylaws and may be further defined by an employment contract or job description.
The President has the overall executive responsibility for the management of the corporation and is directly responsible for carrying out the orders of the board of directors. He or she is usually elected by the board of directors.
The Treasurer is the chief financial officer of the corporation and is responsible for controlling and recording its finances and maintaining corporate bank accounts.
Actual fiscal policy of the corporation may rest with the Board of Directors and be largely controlled by the president on a day to day basis. The Secretary is typically responsible for maintaining the corporate records.
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What is a Corporation's Board of Directors ?

Asked Tuesday, December 26, 2000 by an anonymous user
The Board of Directors is essentially the management body for the corporation. Responsibilities of the Board of Directors include establishing all business policies and approving major contracts and undertakings. The Board may also elect the President. Ordinary business practices of the corporation are carried out by the Officers and employees under the directives and supervision of these Directors. The Directors must act collectively for their votes and decisions to be valid. That is why Directors may only act at a Board of Directors meeting. The meeting requires certain formalities. One such formality is that the Directors must all be notified of the upcoming meeting in a prescribed manner. This can be waived or provided for in the corporation's Articles of Incorporation or Bylaws. For a Directors' meeting to be valid, there must also be a Quorum of Directors present. A Quorum is usually a majority of the Directors then serving on the Board. The Bylaws may specify another minimum number or percentage. The Board of Directors must meet on a regular basis, usually monthly or quarterly, but in no case less than annually. These are the regular Board meetings. The Board may also call Special Meetings for matters that may arise. Boards may call a special shareholders' meeting by adopting a resolution stating where and when the meeting is to be held and what business is to be transacted. The first meeting of the Board of Directors is important because the Bylaws, the Corporate Seal, Stock Certificates and Record Books are adopted. Board members, like officers, have a fiduciary duty to act in the best interests of the corporation and cannot put their own interests ahead of the corporation's. The Board must also act prudently and not negligently manage the affairs of the corporation. The Board must make certain that it properly exercises its authority in managing the corporation and does not abrogate its responsibilities to others. This means that the board must be very careful to document that each Board action was reasonable, lawful and in the best interests of the corporation. The record or Corporate Minutes of the meeting must include the discussions or statements to support the Board action and must detail why the action was proper.
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Does a corporation have to issue stock ?

Asked Tuesday, December 26, 2000 by an anonymous user
Shares of stock represent ownership of a corporation. When no shares are issued, no individual(s) owns the corporation. Therefore, shares must be issued to those individuals who will own the corporation. Most states have created many exceptions and exemptions from registering a stock issuance with the State or with the Securities and Exchange Commission for most small businesses, it is recommended to contact the appropriate entity to determine whether you must file a notice of stock issuance on a state or Federal Level.
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What is Par Value ?

Asked Tuesday, December 26, 2000 by an anonymous user
A business corporation must sell shares of stock in order to capitalize the corporation. Capitalize provides the corporation with its own capital, separate from the money of its owners. This separation provides part of the support for shielding the shareholders from personal liability for the debts and obligations of the corporation. Shares of stock sold by the corporation represent proportionate ownership interests held by shareholders in the corporation. Par Value is a dollar value assigned to shares of stock which is the minimum amount for which each share may be sold. There is no minimum or maximum value that must be assigned. Shares may also have No Par Value, which means that the Board of Directors will assign a value to the stock below which the shares cannot be issued. There is no minimum number of shares that must be authorized in the articles of incorporation. One or more shares may be authorized. The corporation may not sell more shares than it is authorized to issue and it must receive consideration in exchange for its shares.
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When I incorporate , will it prevent others from using my company's name ?

Asked Tuesday, December 26, 2000 by an anonymous user
Incorporating will not keep another business from using your name. Filing articles of incorporation only prevents the secretary of state from filing a document to create another corporation, limited liability company or limited partnership that has the same, a deceptively similar, or similar name as the entity already in existence. Generally, every business must protect its own business name and the good will that it has acquired from the sale of its goods or services in a specific geographic area.
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Do I need to publish in a newspaper a notice of incorporation ?

Asked Tuesday, December 26, 2000 by an anonymous user
Most jurisdictions do not require publication in a newspaper unless an existing unincorporated business intends to incorporate without a change in its name. That business must then publish its intent to incorporate in the local newspaper for four consecutive weeks (in most jurisdictions). While a few jurisdictions (Georgia, Arizona, Illinois, and Pennsylvania), require publication of the corporate name to be published in a newspaper local to the county of the registered agent
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What filings ( papers ) are necessary to incorporate ?

Asked Tuesday, December 26, 2000 by an anonymous user
Generally states require the filing of a corporations Articles of Incorporation, the initial franchise taxes, and corporate filing fees.
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What filings ( papers ) are required to form an limited liability company, LLC ?

Asked Tuesday, December 26, 2000 by an anonymous user
In order to create an LLC, articles of incorporation first need to be filed with the Secretary of State or similar government agency. Next, the LLC members need to enter into an operating agreement which sets forth the rights of the members and the rules for running the company. An LLC may also need to apply for a tax identification number with the IRS.
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