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But the incorporator has to check whether that name isAvailable 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: 1072
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