Incorporation & Organization

Question 1

Requirements for Incorporation

Answer 1

The articles of incorporation must be filed and executed (prepared and signed by an incorporator(s))

Question 2

What Must the Articles of Incorporation Contain?

Answer 2

• The name and address of each incorporator
• The address of the corporation’s initial registered office and name of its initial registered agent at this office
• The number of shares the corporation is authorized to issue; and
• A corporate name

Question 3

Corporate Name

Answer 3

Must contain the word “corporation”, “incorporated”, “company” or “limited”, “corp.”, “inc.”, “co.”, “ltd.”

Question 4

Filing of Articles of Incorporation

Answer 4

The articles of incorporation must be delivered by an incorporator to the secretary of state’s office for filing.

Question 5

When Does a Corporation’s Existence Actually Begin?

Answer 5

When the articles of incorporation are filed. This date of filing rule applies even if the articles recite an effective date prior to the date of filing.

Question 6

Organization

Answer 6

After incorporation, a corporation must be properly organized in accordance with statutory formalities. Failure to do so may expose shareholders to personal liability for corporate debt and obligations.

Question 7

Requirements for Completion of Organization

Answer 7

Include:

• the naming or election of directors
• the appointing of officers
• the adopting of by-laws

Question 8

Bylaws

Answer 8

Internal rules and regulations enacted by the corporation to govern its actions and relations to its shareholders, directors, and officers

Question 9

What can be Included in the Bylaws?

Answer 9

Anything consistent with the law or with the articles of incorporation.