Formation of the Corporation

Question 2

When is a corporation formed?

Answer 2

Generally, a corporation is formed when the articles of incorporation are filed with the secretary of state (unless the articles specify a delayed effective date).

Question 3

What are required in the articles of incorporation?

Answer 3

The articles of incorporation MUST set forth the following:

1. The name of the corporation;
2. The maximum number of shares the corporation is authorized to issue; AND
3. The names and addresses of:
   a. The first board of directors;
   b. The incorporators executing the articles of incorporation; AND
   c. The initial registered agent.

Question 4

The articles of incorporation may be amended if…?
What about minor amendments?

Answer 4

…there is a majority vote from the directors AND shareholders.
However, minor amendments may be made by the board of directors without shareholder approval.

Question 5

Corporate bylaws are…

Answer 5

… 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 (e.g., meeting times and dates, elections of a board and officers, filling vacancies, notices, types of duties of officers, etc.).

Question 6

Corporate bylaws may contain any provision for…

Answer 6

… managing the business and regulating the affairs of the corporation to the extent that it is consistent with the law and articles of incorporation.

Question 7

If there is a conflict between the bylaws and articles of incorporation…

Answer 7

…the articles of incorporation govern.

Question 8

The bylaws may be amended or repealed by who?

Answer 8

… the corporation’s shareholders. The board of directors may also amend or repeal the bylaws UNLESS the shareholders expressly specify otherwise.