But the incorporator has to check whether that name is

Available in the State.

Mr O'Hara: The incorporator?

E

Ms Norris: That's the person who prepares, files and signs the

Articles of incorporation and everything necessary for

incorporation. Of course, that's something I could do for you.

Mr O'Hara: Got it. Go on.

Ms Norris: Well, I mentioned the articles of incorporation:

that's the first main document that needs to be filed. It

Includes information like the name of the corporation, the

address of the corporation and of the corporation's

Registered office, and the name of the registered agent at

that office - um, that's the person to be served if the

Corporation is sued.

Mr O'Hara: OK, right. Er, what else do the articles of

incorporation include?

Ms Norris: They must state the purpose of the corporation and

Length of time that the corporation is to exist. The duration

can be either perpetual or renewable. Another thing you'd

have to provide is information about the capital structure:

How much common stock, how much preferred stock, and

What are the rights and responsibilities of each. This would

Be stated in the stock ledger. The stock ledger and the

Stock certificates are kept with the company records. Any

questions?

Mr O'Hara: Er, could you explain what a stock ledger is?

Ms Norris: Sure, that's just a record of each shareholder's

Ownership in a corporation.

Mr O'Hara: I understand. So, is that all? Are there any other

documents we have to file?

Ms Norris: Of course, the other document necessary for the

Company to function as a corporation is the bylaws ...

Mr O'Hara: Those are the rules of the corporation?

Ms Norris: Exactly: the bylaws are the rules and regulations

adopted by a corporation for its internal governance. There's

one more thing: you're also required to file the

Organisational board resolutions.

Mr O'Hara: What are those?

Ms Norris: Well, they're drawn up after the articles of

incorporation have been filed and the bylaws created. That's

The time when the first organisational meeting of your

Corporation will take place. At this meeting, the bylaws are

Then approved and adopted, officers are elected, and

Directors are appointed, among other things. All of these

Decisions are made during this meeting and then set down in

The organisational board resolutions, and these resolutions

Are then filed. Then the incorporation process is complete.

Listening 2

~

Mr Larsen: Albert Larsen. Good morning.

Mr Wiseberg: Good morning, Mr Larsen, this is Ernest

Wiseberg speaking - we met last night at the reception at

The museum.

Mr Larsen: Yes, of course, Mr Wiseberg. Good to hear from

You.

Mr Wiseberg: You said I could give you a call. Am I disturbing

you?

Mr Larsen: No, not at all, not at all. You're interested in

Forming a swimwear company, I recall. A private company

limited by shares?

Mr Wiseberg: That's right. I have some experience with

Company formation, but so far only in the United States. I

Founded a C corporation with some business associates in

Florida some years ago. You're familiar with C corporations?

Mr Larsen: Yes, yes, of course. C corporations are similar to

Date: 2015-12-11; view: 968