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.

> SAMPLE “MINUTES OF ORGANIZATION MEETING”

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…

http://www.myuscompany.com/registration.htm

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.

> DOWNLOAD SAMPLE BYLAWS

* (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

> DOWNLOAD SAMPLE “FIRST DIRECTORS’ MEETING”

The below link will provide a resource of sample forms you can use to help you run your corporation.

> VIEW MISCELLANEOUS FORMS

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.

It’s a good idea to keep the following information on file at all times:

• A list of the name sand addresses of all members of the LLC
• A copy of your Articles of Organization
• Income tax returns (if applicable)
• Your operating agreement
• Copies of financial statments showing initial capital contributions paid by members

Although keeping minutes (a record of decisions made at meetings), is currently not required, many professionals strongly advise that you should keep the minutes of all meetings. Doing so 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 company.

> SAMPLE MINUTES

In certain cases, Delaware requires that you obtain a business license and pay a licensing fee based on the nature of your business. You will need to contact  the State directly to find out if your line of business requires a license. You can email their support at:  DOSDOC_WEB@state.de.us

Delaware LLCs are required to pay an annual franchise tax fee of US$200 and file an annual report (this is in addition to paying your registered agents fee).

This fee is to be paid by June 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 May 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…

http://www.myuscompany.com/registration.htm

One of the first things you should do once your LLC has been formed is to have a meeting to create your operating agreement.

What is an Operating Agreement?

Simply put, an operating agreement is the document that details the rights of each member of the LLC and outlines the rules for running the company. Although the State of Delware doesn’t require you to have an operating agreement it’s a good idea to still have one. If you don’t have an agreement, then the rules governed by the State will apply to your company by default.

Downloadable Sample Operating Agreement

Below is a link to download a sample operating agreement. You should customize it for your use and we recommend you have a lawyer view your final draft.

Just right click and then “save as” on the link below, to save the document to your computer.

Note: If your LLC will be managed by someone else other than the members of the company, then you should also have a “Management Operating Agreement,” which details the rules and obligations of management. 

> DOWNLOAD SAMPLE OPERATING AGREEMENT