Getting Started - Legal Structure
Ongoing requirements of a corporation

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Ongoing requirements of a corporation

Hold an organization meeting to elect directors and officers

In some corporations, the officers will consist of one or two individuals—the president and a treasurer.

Adopt bylaws

The corporate bylaws should spell out, in detail, the methods by which your company will operate. They should specify the time and place of the annual shareholders’ meeting, shareholder voting rights, the titles and authority of the officers of the company, and the specific powers granted to the president and the board of directors. Bylaws are not filed with the state and are not accessible to the general public.

Issue shares of stock

As part of the incorporating process, a certain number of shares of stock, generally 1,000, need to be issued at a predetermined value. This value is usually $1 per share.

Adopt banking resolutions

Banks use a special form that you must fill out to establish a formal banking relationship and open a corporate account. The form will include special instructions for depositing and withdrawing funds, signatures that will be required on checks or withdrawal forms, borrowing privileges, letters of credit, how the company will repay the bank for any loans that are due, and what assets of the corporation the bank can seize as part of that repayment.

Fix a fiscal year

Some companies use a calendar year beginning January 1 and running through to December 31; others use from July 1 to June 30 of the following year.

Obtain your tax I.D. numbers from the Internal Revenue Service

Tax I.D. numbers are used for employee withholding on federal and state tax forms. These forms must be filed with the Internal Revenue Service and will be used for filing income tax forms. Tax I.D. numbers can be obtained from the Internal Revenue Service office in your state.

Obtain a corporate seal

The corporate seal is typically a round emblem that has the words “Corporate Seal” included in the design. The name of the corporation and the state in which the company does business should also be a part of the seal. Corporate seals are available from your secretary of state’s office.

Contact county and local agencies regarding area business requirements and restrictions

Some county or local government agencies will have restrictions such as zoning laws, requirements for building modifications, and/or regulations regarding fire exists and sprinkler systems. Check with your local governments—some of these regulations will likely apply to your business.

Hold shareholders’ and board of directors’ meetings on a regular basis

There should be annual shareholders’ and board of directors’ meetings.

Take minutes at board meetings and make them available to shareholders

Minutes are very important. They are proof that your firm is acting as a corporation. They provide protection against individuals who may try to “dent” the corporate shield in a legal dispute with the corporation.

Advise shareholders of board of director elections, including ballots and candidate profiles

All shareholders should be notified of impending elections, including the number of openings, a description of potential candidates for the board, and a sealed ballot to vote for candidates.

Advise shareholders of changes in stock disbursements

As your company grows, the potential for stock swaps with other companies, mergers, takeovers, and stock splits become a matter for shareholder vote. The corporate by-laws may require a special meeting in the event of a takeover or merger or other stock disbursement.

File taxes

Corporations are required to file income taxes as well as quarterly estimated tax payments with the Internal Revenue Service and state and local tax authorities, when applicable.

* Source Streetwise Small Business Start-Up

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