A corporate resolution is a legal document defining which individuals are authorized to act on behalf of a corporation. The form and structure of this document varies depending on the state in which the corporation is organized.
* (Source wikipedia.org)
If for some reason you need to shut down your corporation, it’s a good idea to fill out the formal paper work dissolving the company. If the corporation isn’t formally dissolved then it continues to incur annual franchise fees and penalties, including interest.
For information on dissolving a corporation please see the State Registration office’s site for details:
> FORM TO DISSOLVE CORPORATION BEFORE SHARES ARE ISSUED
> FORM TO DISSOLVE CORPORATION AFTER BUSINESS HAS BEEN OPERATIONAL
Stock certificates can be purchased, or you can type up your own. Although most companies have fancy stock certificates, it’s not required. In fact, a stock certificate can even be hand written.
Stock certificates need to include the following:
The front of the certificate must show:
The certificate must also be signed by one or more of the officers as agreed to in the bylaws, or by the board of directors.
Below is a sample certificate you can download:
Warning: if you plan to sell shares to the public you need to talk to a lawyer
A shareholder agreement is used to determine what happens in the event of the death, retirement, etc. of a shareholder. It also explains voting rights, employment, etc.
You will need to keep a record of the following:
Keeping minutes (a record of decisions made at meetings), provides greater protection for you and your company.
Even if you are a one person company, you should still write out a record of major decisions that have been made on behalf of your company.
Below are sample minutes your can download and customize for your own corporation.
> SAMPLE “MINUTES OF DIRECTORS’ MEETING”
Your first ever company meeting is called “the minutes of the organizational meeting of the corporation.” You can download a sample of the Organizational meetings below. This meeting determines officer and directors of the corporation, bylaws, corporate seal, and stock certificates are adopted.
Delaware corporations are required to pay an annual franchise tax fee of US$60 and file an annual report (this is in addition to paying your registered agents fee).
This fee is to be paid on or before March 1st of each year. Failure to pay on time will cause you to be fined plus pay interest. Your registered agent will send your notice to pay well before the deadline. If for some reason you haven’t received your notice by Feb. 1st please email us immediately support@myUScompany.com
Also, make sure you have filled in the following form that provides us with your company details…
Below are the basic guidlines you can follow once you have filed your “articles of incorporation,” and paid your filing fee.
1. Create corporate “bylaws,” which lay out the operating rules for your corporation (sample bylaws form below).
2. Hold the first meeting of the board of directors.
3. Issue stock certificates to the initial owners (shareholders) of the corporation. And record it on a stock ledger.
4. Obtain licenses and permits for your business (if required). You can email the State registration office to check if your industry requires any kind of license or permit.
* (cut and copy sample bylaws to any document file on your computer)
What are bylaws?
Bylaws are the internal rules that govern the day-to-day operations of a corporation, such as when and where the corporation will hold directors’ and shareholders’ meetings and what the shareholders’ and directors’ voting requirements are. To create bylaws, you can either follow the instructions in a self-help resource or hire a lawyer in your state to draft them for you. Typically, the bylaws are adopted by the corporation’s directors at their first board meeting.
Holding a First Meeting of the Board of Directors
After the owners appoint directors, file articles of incorporation and create bylaws, the directors must hold an initial board meeting to see to a few corporate formalities and make some important decisions. At this meeting, directors usually:
- set the corporation’s fiscal or accounting year
- appoint corporate officers
- adopt the corporate bylaws
- authorize the issuance of shares of stock, and
- adopt an official stock certificate form and corporate seal.
* Source FindLaw.com
Below is a sample minutes you can use to document your first directors meeting
The below link will provide a resource of sample forms you can use to help you run your corporation.
IMPORTANT INFORMATION FOR ALL DELAWARE REGISTERED AGENTS AND DOMESTIC CORPORATIONS REGARDING CHANGES TO NOTIFICATION AND FILING PROCEDURES FOR DELAWARE DOMESTIC CORPORATION ANNUAL FRANCHISE TAX REPORTS
All Delaware domestic corporations are required to file an Annual Report and pay any taxes and fees due on or before March 1st. In past years, you received a printed paper annual report and a separate instruction sheet for filing the Annual Report. The notification process has changed this year. Instead of the pre-printed paper report, you will receive a postcard notification which will include instructions for filing the Annual Report. You will be receiving the 5 1/2″ x 8 1/2″ neon green postcard in December.
The notification process has been changed this year to encourage electronic filing of Annual Reports in anticipation of complying with newly enacted legislation which becomes effective January 1, 2008. That legislation will require corporations to be declared void for failure to fully complete their Annual Report. In addition, the State will be prohibited from issuing a certificate of good standing on any corporation not complying with this law. Delaware will require 2007 Annual Franchise Tax Reports (due March 1, 2008) to be filed electronically.
We realize this change to our procedures is significant and should you have any questions or concerns as to how it will affect you and your business, please contact the Division of Corporations, Franchise Tax Section at 302-739-3073.