Formation of Corporation

Question 1

How is a corporation formed?

Answer 1

Articles of incorporation are filed with the secretary of state

Question 2

What must the articles of incorporation include?

Answer 2

1. name of the corporation
2. maximum number of shares the corp is authorized to issue; AND
3. the names and addresses of: (i) board of directors; (ii) incorporators executing the articles of incorporation; and (ii) the initial registered agent

Question 3

How are articles of incorporation amended?

Answer 3

By majority vote from the directors AND shareholders.

Minor amendments may be made by the board of directors without shareholder approval

Question 4

Corporate bylaws

Answer 4

Written rules of conduct that must be initially adopted by the incorporators or board of directors. Generally, bylaws provide for the ordinary business conduct of the corporation.

May contain provisions for managing the business and regulating the affairs of the corporation.

Question 5

If there is a conflict between the articles of incorporation and the bylaws, which governs?

Answer 5

the articles of incorporation govern.

Question 6

How are the corporate bylaws amended or repealed?

Answer 6

By the corporation’s shareholders. The directors may amend or repeal the bylaws UNLESS the shareholders expressely specify otherwise.

Question 7

Shareholders

definition

Answer 7

the owners of the corporation

Question 8

Board of directors

definition

Answer 8

the group in charge of managing the corporation

Question 9

Officers

definition

Answer 9

agents of the corporation appointed to carry out the corporation’s policy