Maintaining Corporate Existence

Question 1

Requirements after Filing

Answer 1

Hold timely meeting to: name director and officers, set up bylaws, issue at least one stock.

Question 2

Authorizing Stock

Answer 2

Board must do, unauthorized stock will be void, stock must be issued with consideration and shares sold at same time must be sold at same price.

Question 3

Maintaining Required Records

Answer 3

Must be kept at principal office. Must prepare annual balance sheet and income sheet, file annual report and pay license fees, hold annual meetings.

Question 4

Shareholder’s Rights to Inspect Records

Answer 4

Shareholders may inspect as a matter of right, current articles/bylaws/board resolutions/minutes/general communications/financial statements.

Shareholders may inspect up showing of proper purpose if documents are related to the status as shareholders. Must give 5 day written notice stating reason.

Question 5

Holding Meetings

Answer 5

Annual Meetings Require: written notice to shareholders not less than 10 days no more than 60 day MUST INCLUDE time, place and date.

Special Meetings: can be called by board OR shareholders of at least 10% of votes to be cast at the meeting.

Notice must include purpose and time place and date and purpose.

Question 6

Effect of Notice Errors

Answer 6

Actions taken in meeting will be void by those entitled to notice unless notice was waived. Notice must be waived in writing.