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Does a corporation have to issue stock ?
Asked Tuesday, December 26, 2000 by an anonymous userCPA Answer:
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.
What is a Corporation's Board of Directors ?
Asked Tuesday, December 26, 2000 by an anonymous userCPA Answer:
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.
What is a Corporate Officer?
Asked Tuesday, December 26, 2000 by an anonymous userCPA Answer:
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.
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.
What is a Registered Agent ?
Asked Tuesday, December 26, 2000 by an anonymous userCPA Answer:
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.
Investments & Financial Planning
What are inflation indexed US Treasuries ?
Asked Tuesday, December 26, 2000 by an anonymous userCPA Answer:
US Treasuries are bonds that their value is increased yearly to keep up with inflation. They are thus designed to cut out the inflation risk of an investment. Inflation-indexed bonds pay a periodic coupon that is equal to the product of the inflation index and the nominal coupon rate. The relationship between coupon payments, breakeven inflation and real interest rates is given by the Fisher equation. A rise in coupon payments is a result of an increase in inflation expectations, real rates, or both.
What filings ( papers ) are necessary to incorporate ?
Asked Tuesday, December 26, 2000 by an anonymous userCPA Answer:
Generally states require the filing of a corporations Articles of Incorporation, the initial franchise taxes, and corporate filing fees.
What is a close corporation ?
Asked Tuesday, December 26, 2000 by an anonymous userCPA Answer:
A close corporation is also known as a closely held corporation. It is a corporation in which the stock of the corporation cannot be traded on a public exchange such as the NYSE, NASDAQ, etc. and the number of shareholders must be specified, and typically cannot exceed 35 and certain limitations may be placed on the transfer of stock. A close corporation can be advantageous for small businesses.
What is a close corporation ?
Asked Tuesday, December 26, 2000 by an anonymous userCPA Answer:
A close corporation is also known as a closely held corporation. It is a corporation in which the stock of the corporation cannot be traded on a public exchange such as the NYSE, NASDAQ, etc. and the number of shareholders must be specified, and typically cannot exceed 30 and certain limitations may be placed on the transfer of stock. A close corporation can be advantageous for small businesses.
Do I need to publish in a newspaper a notice of incorporation ?
Asked Tuesday, December 26, 2000 by an anonymous userCPA Answer:
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
What are the differences between an limited liability company and an S corporation ?
Asked Tuesday, December 26, 2000 by an anonymous userCPA Answer:
Both entities provide the benefits of pass-through taxation to avoid double taxation of profits as well as limited liability for the owners.
S Corporations pass-through income to the shareholders who pay no Self Employment tax on that income, While LLC income is subject to self employment tax. S corporations have restrictions which are not applied to limited liability companies. Limited liabilty companies cannot issue stock, but rather, they offer memberships. S corporations, issue stock and are owned by the shareholders. S corporations are managed by the directors and officers, while limited liability companies are managed directly by the members unless they hire managers.