This review list is given to assist you in completing the Corporation’s initial setup, as approved by the Corporation’s Board of Directors. This document serves as a record of the different activities made by the directors in lieu of a formal meeting.
- Confirm that all of the corporation’s directors have signed the paper.
- File this document among your corporation’s other critical corporate documents, such as the corporate minute book. Additionally, maintain a duplicate of this document with your backup copies of company papers in your office or home file.
- Keep in mind that maintaining effective corporate records, or formalities, in a timely way will benefit you in the majority of corporate disputes, particularly those involving governance and the personal liability of any Directors or Officers. This is a significant concern in today’s litigious society.
Corporation Setup, Various Board Approvals
Corporation Setup, Various Board Approvals
The following approvals of resolutions are made to set up the ___________________ (Corporation), on _____________ (Date), by unanimous written consent of its Directors.
Election of OfficersResolved that each of the following persons shall be, and hereby is, elected to serve as an officer of the Corporation, to hold the following office or offices until the next annual meeting of the Board of Directors, or until the officer’s earlier resignation or removal or until the officer’s successor shall be duly chosen and shall qualify:
Office Name Address
Chairman of the Board
President
Vice President
Secretary
Treasurer
Assistant Secretary
Assistant TreasurerCorporate Seal
Resolved that the seal containing the name of the Corporation, an impression of which is affixed in the space below, shall be, and hereby is adopted and approved as the corporate seal of the Corporation.
Calendar Year as Fiscal Year Also
Resolved that the fiscal year of the Corporation shall be the calendar year, except that the first fiscal year shall begin on the date of incorporation of the Corporation.
Adoption of Form of Corporate Stock Certificate
Resolved that the form of stock certificate to evidence ownership of shares of common stock of the Corporation which has been presented and reviewed by each Director of the Corporation shall be, and hereby is, adopted and approved as the form of stock certificate for the shares of Common Stock of the Corporation and a sample thereof shall be inserted in the minute book of the Corporation.
Bank Account Authorization
Resolved that the Corporation shall open a bank account at the ______________ (Bank) and all funds be deposited there until such other banks or banks be established and this shall serve as the bank of the corporation until further notice and approval by the Board of Directors.
It is further resolved that the appropriate officers of the Corporation shall be, and the same hereby are, authorized to open a bank account or accounts at said bank in the name of, and on behalf of, the Corporation, for the deposit of funds belonging to the Corporation; and
It is further resolved that the Board of Directors hereby adopts the form resolutions of the said bank (as completed), a copy of which shall be inserted in the minute book of the Corporation.
Cash Subscriptions for Common Stock
Whereas the Corporation has received the following cash offers to subscribe to the common stock at $ ____ per share, of the Corporation at a cash price of $_____ per share of Common Stock,
It is resolved that each of the aforesaid offers of subscription for Common Stock made to the Corporation, for the above specified amount per share by the aforesaid subscribers, is fair and reasonable, and should be, and hereby are, accepted; and
It is further resolved that, upon payment by each such subscriber, the Corporation shall issue to each such subscriber such subscribed-for Common Stock of the Corporation, said Common Stock to be fully-paid and non-assessable; and
It is further resolved that the appropriate officers of the Corporation shall be, and hereby are, authorized, empowered and directed to take all other steps necessary or advisable in order fully to effectuate such issuance of Common Stock of the Corporation.
Complete the Organization of the Corporation
Resolved that the appropriate officers of the Corporation shall be, and the same hereby are, authorized, empowered and directed to take all necessary and appropriate action, including the expenditure of funds, in order to fully and expeditiously complete the organization of the Corporation.
Each Director, by signing this consent, with notice of the time, place and purpose of this meeting of the Board of Directors, consents and agrees to the transaction of the business of this meeting by unanimous written consent of the directors in place of such meeting. This written consent may be executed in two or more counterparts.
______________________ ______________________ _______________________
Each Director Signs______________________
DateCorporation Setup, Various Board Approvals
Review ListThis review list is provided to help you complete the initial Corporation Setup, approved by the Board of the Corporation. This document is intended to memorialize the various actions taken the directors in place of actually holding a formal meeting.
1. Make sure that the document is signed by all of the directors of the corporation.
2. Keep this document with all the important corporate papers for your corporation, such as in the corporate minute book. Also, keep a copy of this document with the backup copies of your corporate documents in your file kept at your office or home.
3. Remember that keeping good corporate records, or formalities, in a timely manner will serve you well in most corporate disputes, especially any regarding governance and the personal liabilities of any Directors or Officers. In this litigious world, this is no small matter.
Frequently Asked Questions
What is the purpose of the unanimous written consent of directors in a corporation setup?
The unanimous written consent of directors is used to make approvals of resolutions to set up the corporation. It allows the directors to formally adopt necessary actions without holding a meeting. This document records the date and the corporation's name as part of the setup process.
How are officers elected during the initial corporation setup?
The directors approve a resolution electing each officer to serve until the next annual meeting of the Board of Directors. Officers hold office until their earlier resignation, removal, or until a successor is chosen and qualifies. The resolution specifies the office, name, and address of each elected officer.
What positions are typically filled when electing officers for a new corporation?
The positions listed for election include Chairman of the Board, President, Vice President, Secretary, Treasurer, Assistant Secretary, and Assistant Treasurer. Each person elected is to serve in the specified office or offices. The resolution does not require all positions to be filled simultaneously.
What is the corporate seal and how is it adopted?
The corporate seal is a seal containing the name of the Corporation, and an impression of it is affixed in the space below the resolution. The directors adopt and approve this seal as the official corporate seal. This action is taken by resolution during the corporation setup.
What fiscal year is established for a newly formed corporation?
The fiscal year of the Corporation is set to be the calendar year. However, the first fiscal year begins on the date of incorporation. This is approved by resolution of the directors.
How is the form of corporate stock certificate adopted?
The directors adopt the form of corporate stock certificate by resolution. The article text begins to describe this adoption but is cut off. The resolution would specify the approved form for the corporation's stock certificates.
What is the term of office for elected officers in a corporation?
Elected officers hold their office or offices until the next annual meeting of the Board of Directors. They may also serve until their earlier resignation or removal, or until a successor is duly chosen and qualifies. This term is established by the election resolution.
Can officers be removed before the end of their term?
Yes, an officer's term can end earlier through resignation or removal. The resolution states that officers hold office until the next annual meeting or until their earlier resignation or removal. The document does not specify the removal process.
What information is required to set up a corporation using this document?
The document requires the corporation's name and the date of the setup to be filled in the blanks. It also requires the names and addresses of the elected officers. The corporate seal impression is affixed below the resolution.
What happens if an officer's successor is not yet chosen?
The officer continues to hold office until a successor is duly chosen and qualifies. This is stated in the resolution electing officers. The term also ends earlier upon resignation or removal.
