Basics of incorporations

Question 1

<p>Incorporation:</p>

Answer 1

<p>The articles pf incorporation are filed with the state, and if in conflict with bylaws the articles control. A corporation is not generally liable for a contract entered into prior to incorporation unless it expressly or impliedly adopts the contract. The promoter (the person entering the contract on behalf of the to be formed corporation is liable.</p>

Question 2

Shareholders :

Answer 2

Shareholders are only owners and do not manage the corporation.

Question 3

Shareholders meetings

Answer 3

Generally, annual meeting.

Question 4

What notice is required (Shareholder meetings)

Answer 4

Written notice is required 10-60 days prior and must state the time, place and purpose of the meeting.

Question 5

How can shareholders vote

Answer 5

1. By proxy

2. voting agreement.

Question 6

What is required for a vote(shareholder)

Answer 6

Generally a quorum is required. (majority of all outstanding shares required to vote) must be present to vote.

Question 7

Directors role.

Answer 7

Directors manage the corporation and like shareholders act as a body by voting. Shareholders hire and fire directors.

Question 8

How can directors vote

Answer 8

Directors cannot vote by proxy or agreement. A quorum needs to be present for a vote to take place, but unlike shareholders directors can break quorum by leaving. Notice is only required for a special meeting.