A. Business Corporations - Formation & Nature

Question 1

What is required for the formation of a Corporation?*

Answer 1

Filing of Certificate of Incorporation with SoS

• Corporate name (corporation/incorporated/limited)!!!
• Other corporate name (ONLY permitted w/ particular state agency’s consent)!!!
• Corporate purpose
• County of office
• No. shares authorised to be issued
• Duration of corporation (UNLESS perpetual)
• SoS designation as agent for service of process
• Designation of registered agent (if requested)

Question 2

What is required for the adoption of the initial by-laws by incorporators/SHs?*

Answer 2

1) Organisational meeting

2) Majority vote of either;
- SHs; or
- Directors (if requested by Certificate of Incorporation/SH by-laws)

Question 3

What type of provisions may the by-laws contain?*

Answer 3

Business of corporation
Conduct of business
Corporation’s rights and powers
SHs’ rights and powers

Question 4

For what purpose may Corporation be formed?*

Answer 4

Any purpose

NOT purpose designated under different state’s statute