Forming a Corporation

A corporation is a fictitious legal entity created in accordance with a state’s laws.  It can consist of a single shareholder or a group of shareholders.  The corporation has separate legal entity distinct from that of its members.

The first stage of corporate formation is registration with the Secretary of State.  State laws will require a corporation to designate its principal place of business and its registered agents.  The articles of incorporation will contain the nature of the corporation, its authorized capital stock, and the details of its directors.  Upon approval of the articles of incorporation, the corporation creates bylaws for its internal governance.  The law may require a corporation operating out of the home state to register with other states as a foreign corporation.

Once the corporation is incorporated, the incorporater must designate an initial board of directors. The initial board of directors will need to draft bylaws for the corporation and pass corporate resolutions authorizing the issuance of shares, opening of a bank account, and other tasks required to have the corporation up and running.

 

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Inside Forming a Corporation