Run Your Own Corporation. Garrett Sutton
Читать онлайн книгу.
well worth your time.
Important papers to have in your corporate minute book (a binder holding all your corporate papers) includes:
• Articles of Incorporation (for a corporation) or Articles of Organization (for an LLC)
• Bylaws (for a corporation) or Operating Agreement (for an LLC)
• Shareholder or Member minutes
• Board or Manager minutes and consents
• State filings
• Actions of the incorporator
Amendments to any corporate documents such as bylaws or articles of incorporation need to be made by vote of the owners, or in some cases the board of managers. The vote should be recorded in the meeting minutes. In Start Your Own Corporation we discussed the components listed above. As a refresher, we have included some more information on these important documents on our website at www.CorporateDirect.com.
Some businesses will require even more documents, such as:
• Licenses
• Permits
• Registration forms
• Contracts
• Employee records
• Intellectual property records
• Stock records
Your professional team can help you determine what licenses and permits are required for your business in your location. Or you can start by calling your city (or county if you are in an unincorporated area) business license department. Politely explain you are starting a business and want to follow all the local rules. (They love hearing that.) They usually will explain everything you need to know over the phone.
In addition, if you’re part of a professional organization or trade group, you may have access to a wealth of information on continuing education requirements, licensing and permitting required for your specific business, and perhaps leads on accountants and other professionals who work frequently with others in your field. When you’re just getting your business started, this type of information is very valuable, and can save you a great deal of time and trouble at the start.
Now that you have a keen appreciation for the required corporate formalities at the start, let’s see how our next team is proceeding.
Alana and Sherri
The sisters’ attorney Jay called to say some papers were ready to sign. They were the meeting minutes for their initial LLC meeting and they were important in providing limited liability protection. He said he also needed to talk to them about a buy-sell agreement.
Soon after, Alana and Sherri were seated in a large conference room. The sisters were surprised at how quickly the LLC was formed. Jay responded that they had formed in Nevada, a strong protection state. For a small fee, which Jay said he graciously covered as he smiled at Sherri, he could expedite the filing and form an entity within hours. Sherri thanked Jay for his special consideration and extra effort.
Jay then had them sign the IRS Form 8832 electing to have their LLC taxed as a corporation and Form 2553 to have it be taxed as an S corporation. He also asked them to sign the minutes of the initial meeting, which read as follows:
* * *
WAIVER OF NOTICE OF FIRST MEETING OF MEMBERS
OF
SALONALANA, LLC
A Nevada Limited Liability Company
We, the undersigned, being all of the Members, do hereby waive notice of the time, place and purpose of the First Meeting of the Members of SalonAlana, LLC, a Nevada Limited Liability Company.
We do further agree and consent that any and all lawful business may be transacted at such meeting or at any adjournment or adjournments thereof as may be deemed advisable by the Members present thereat. Any business transacted at such meeting or any adjournment or adjournments thereof shall be as valid and legal and of the same force and effect as if such meeting or adjourned meeting were held after notice.
Place of Meeting: Law Offices of Boyden & Zook
Date of Meeting: March 4, 2012
Time of Meeting: 10:00 a.m.
Dated: March 4, 2012
_________________________________
Alana Cambridge representing
The Cambridge Family Trust, MEMBER
_________________________________
Sherri Marks representing
The Marks Family Trust, MEMBER
* * *
MINUTES OF FIRST MEETING OF MEMBERS
OF
SALONALANA, LLC
a Nevada Limited Liability Company
The First Meeting of the Members of SalonAlana, LLC, a Nevada Limited Liability Company, was held on the 4th day of March, 2012, pursuant to waiver of notice and consent to the holding thereof executed by each Member of the Company. Present were all the Members, listed as follows:
Alana Cambridge
Sherri Marks
Sherri Marks was elected temporary Chairman and Alana Cambridge was elected temporary Secretary, each to serve only until the close of the meeting.
The Chairman reported that the Articles of Organization of the Company had been filed with the office of the Nevada Secretary of State on March 3, 2012, and have been issued file number LLC55555-55 by the State of Nevada, and that as a consequence, the Company is duly and validly existing and in good standing under the laws of the State of Nevada and qualified to proceed with the transactions of business. The Certificate of Organization of the Company then being exhibited, on motion duly made, seconded and carried, said Certificate of Organization was accepted and approved.
The Chairman called for the nomination and election of Company Officers. Upon nominations duly made and seconded, the following were elected and qualified:
| NAME | OFFICE |
| Alana Cambridge | Operating Manager |
| Sherri Marks | Operating Manager |
The Secretary presented to the meeting the following:
1. Copy of the Articles of Organization.
2. Copy of the proposed Operating Agreement of the Company.
Upon motion duly made, seconded and carried, the following resolutions were adopted:
RESOLVED, that the Articles of Organization and the Operating Agreement be, and are hereby approved, ratified and adopted by the Members.
RESOLVED, that the specific form appointing the registered agent and specifying the principal place of business supplied by the Nevada Secretary of State be, and is hereby adopted as the official resolutions and list of this Company.
RESOLVED, that the Operating Managers be, and are hereby authorized to pay all fees and expenses incident to and necessary for the organization of this Company.
RESOLVED, that the Operating Managers be, and are hereby authorized and directed on behalf of the Company to make and file IRS Forms 8832 and 2253 to gain S corporation taxation for the Company, and, to make and file such certificates, reports, or other instruments as may be required by law to be filed in any state in which said Officers shall find it necessary or expedient to file the same to register or authorize the Company to transact business in such state.
RESOLVED, that the Operating Managers be,