Incorporate Your Business: The National Corporation Kit

by Sitarz, Daniel

• ISBN13: 9780935755886
• ISBN10: 0935755888
• Edition: 3rd
• Format: Paperback
• Copyright: 2001-06-01
• Publisher: Nova Pub Co

Summary

(Nova Publishing Company) A comprehensive guide for the small business owner, showing how to transform that small business into a 'C' or an 'S' corporation. The CD-ROM features forms which are easily personalized for various purposes, including shareholder resolutions, articles of incorporation, and more. System requirements not listed. Previous edition: c1994. Softcover.

Table of Contents

List of Forms-on-CD	p. 9
Instructions for Using Forms-on-CD	p. 14
Forms-on-CD Software Licensing Agreement	p. 14
Preface	p. 15
Deciding to Form a Corporation	p. 17
The Sole Proprietorship	p. 18
The Partnership	p. 20
The Limited Partnership	p. 22
The Corporation	p. 23
The "S" Corporation	p. 26
Operating a Corporation	p. 27
Shareholders	p. 27
Directors	p. 28
Officers	p. 30
Corporate Paperwork	p. 32
The Importance of Corporate Record-Keeping	p. 34
How to Use This Book	p. 36
Corporate Paperwork Checklist	p. 37
Pre-Incorporation Activities	p. 39
Pre-Incorporation Worksheet	p. 45
Pre-Incorporation Checklist	p. 48
Document Filing Checklist	p. 49
Application for Reservation of Corporate Name	p. 50
Articles of Incorporation	p. 51
Articles of Incorporation Checklist	p. 52
Title and Introduction	p. 54
Name of Corporation	p. 55
Purpose and Powers of the Corporation	p. 55
Duration of Corporation	p. 56
Minimum Capitalization	p. 56
Authorization to Issue Stock	p. 56
Par or No-Par Value	p. 57
Name of Registered Agent	p. 57
Address of Registered Agent	p. 58
Name, Address, Age of Incorporator(s)	p. 58
Number of Directors	p. 58
Names and Addresses of Initial Directors	p. 59
Preemptive Rights	p. 59
Preferences and Limitations on Stock	p. 60
Additional Articles	p. 60
Closing and Signatures	p. 60
Sample Completed Articles of Incorporation	p. 62
Corporate By-Laws	p. 64
By-Laws Checklist	p. 65
Title	p. 67
Corporate Office and Registered Agent	p. 67
Date and Time of Shareholders Annual Meeting	p. 67
Shareholders Special Meetings	p. 68
Place of Shareholders Meetings	p. 68
Notice of Shareholders Meetings	p. 68
Shareholders Entitled to Notice, to Vote, or to Dividends	p. 69
Shareholders Quorum	p. 69
Shareholders Proxies	p. 70
Shareholders Voting	p. 70
Shareholders Consent Resolutions	p. 70
Shareholders Cumulative Voting Rights	p. 71
Powers of the Board of Directors	p. 71
Number of Directors and Term of Office	p. 71
Date and Time of Annual Meeting of the Board of Directors	p. 72
Special Meetings of the Board of Directors	p. 72
Place of Board of Directors Meetings	p. 72
Notice of Board of Directors Meetings	p. 73
Board of Directors Quorum	p. 73
Board of Directors Voting	p. 73
Board of Directors Consent Resolutions	p. 74
Removal of Directors	p. 74
Filling Directors Vacancies	p. 74
Salaries of Directors	p. 74
Fiduciary Duty of Directors	p. 75
Number of Officers	p. 75
Appointment and Terms of Officers	p. 75
Removal of Officers	p. 75
Filling Officers Vacancies	p. 76
Duties of the President	p. 76
Duties of the Vice-President	p. 76
Duties of the Secretary	p. 77
Duties of the Treasurer	p. 77
Salaries of Officers	p. 77
Stock Certificates	p. 78
Financial Matters	p. 78
Loans to Officers or Directors	p. 79
Amendments to the By-Laws	p. 79
Signatures Clause	p. 79
Sample Completed Corporate By-Laws	p. 80
Amendments to Corporate Articles and By-Laws	p. 87
Amendment to Articles of Incorporation Checklist	p. 88
Amendment to By-Laws Checklist	p. 89
Resolution of the Board of Directors Adopting Amendment to Articles of Incorporation	p. 90
Resolution and Consent of Shareholders Approving Amendment to Articles of Incorporation	p. 91
Certificate of Amendment of Articles of Incorporation	p. 93
Resolution of the Board of Directors Amending By-Laws and Calling for Special Meeting	p. 94
Resolution and Consent of Shareholders Approving Amendment of the By-Laws	p. 95
Corporate Directors Meetings	p. 97
First Board of Directors Meeting Checklist	p. 98
Notice of First Board of Directors Meeting	p. 100
Affidavit of Mailing of Notice of First Board of Directors Meeting	p. 101
Waiver of Notice of First Board of Directors Meeting	p. 102
Minutes of the First Board of Directors Meeting	p. 103
Annual Board of Directors Meeting Checklist	p. 107
Notice of Annual Board of Directors Meeting	p. 109
Affidavit of Mailing of Notice of Annual Board of Directors Meeting	p. 110
Waiver of Notice of Annual Board of Directors Meeting	p. 111
Minutes of the Annual Board of Directors Meeting	p. 112
Special Board of Directors Meeting Checklist	p. 115
Notice of Special Board of Directors Meeting	p. 116
Affidavit of Mailing of Notice of Special Board of Directors Meeting	p. 117
Waiver of Notice of Special Board of Directors Meeting	p. 118
Minutes of the Special Board of Directors Meeting	p. 119
Corporate Shareholders Meetings	p. 121
First Shareholders Meeting Checklist	p. 121
Notice of First Shareholders Meeting	p. 123
Affidavit of Mailing of Notice of First Shareholders Meeting	p. 124
Waiver of Notice of First Shareholders Meeting	p. 125
Authorization to Vote Shares (PROXY)	p. 126
Minutes of the First Shareholders Meeting	p. 127
Annual Shareholders Meeting Checklist	p. 130
Notice of Annual Shareholders Meeting	p. 132
Affidavit of Mailing of Notice of Annual Shareholders Meeting	p. 133
Waiver of Notice of Annual Shareholders Meeting	p. 134
Minutes of the Annual Shareholders Meeting	p. 135
Special Shareholders Meeting Checklist	p. 138
Notice of Special Shareholders Meeting	p. 139
Affidavit of Mailing of Notice of Special Shareholders Meeting	p. 140
Waiver of Notice of Special Shareholders Meeting	p. 141
Minutes of the Special Shareholders Meeting	p. 142
Corporate Resolutions	p. 144
Corporate Resolutions Checklists	p. 145
General Resolution of the Board of Directors	p. 147
Resolution of the Board of Directors Authorizing Contract	p. 148
Resolution of the Board of Directors Authorizing Sale of Real Estate	p. 149
Resolution of the Board of Directors Authorizing Purchase of Real Estate	p. 150
Resolution of the Board of Directors Authorizing Borrowing Money	p. 151
Resolution of the Board of Directors Authorizing Lease	p. 152
Resolution of the Board of Directors Authorizing Lawsuit	p. 153
Resolution of the Board of Directors Authorizing Appointing Lawyer	p. 154
Resolution of the Board of Directors Authorizing Appointing Accountant	p. 155
Resolution of the Board of Directors Authorizing Stock Dividend	p. 156
Resolution of the Board of Directors Authorizing Annual Dividend	p. 157
Resolution of the Board of Directors Authorizing Quarterly Dividend	p. 158
Resolution of the Board of Directors Authorizing Expense Reimbursement	p. 159
Resolution of the Board of Directors Authorizing Retention of Earnings	p. 160
Resolution of the Board of Directors Authorizing Employee Stock Option Plan	p. 161
Resolution of the Board of Directors Authorizing Pension Plan	p. 162
Resolution of the Board of Directors Authorizing Profit-Sharing Plan	p. 163
Resolution of the Board of Directors Authorizing Health Care Plan	p. 164
Resolution of the Board of Directors Authorizing Group Insurance Plan	p. 165
Resolution of the Board of Directors Authorizing Death Benefit Plan	p. 166
Resolution of the Board of Directors Authorizing Employee Benefit Plan	p. 167
Resolution of the Board of Directors Authorizing Rescinding Prior Resolution	p. 168
Resolution of the Board of Directors Authorizing Loan to Corporate Officer	p. 169
Resolution of the Board of Directors Authorizing Officer's Annual Salary	p. 170
Resolution of the Board of Directors Authorizing Stock Transfer	p. 171
Resolution of the Board of Directors Authorizing Change of Location of Registered Office	p. 172
Resolution of the Board of Directors Authorizing Purchases by President	p. 173
Resolution of the Board of Directors Authorizing Bonus	p. 174
Resolution of Shareholders Authorizing the Sale of All Corporate Assets	p. 175
Consent Resolutions	p. 176
Consent Resolution of the Board of Directors	p. 178
Corporate Stock	p. 179
Stock Checklist	p. 181
Corporate Stock Certificate (Generic-Front)	p. 182
Corporate Stock Certificate (Generic-Back)	p. 183
Stock Transfer Book	p. 184
Receipt for Stock Certificate	p. 185
Lost Stock Affidavit	p. 186
Corporate Shareholder Agreement	p. 187
Shareholders Stock Purchase Agreement	p. 188
"S" Corporation Status	p. 193
"S" Corporation Checklist	p. 195
Notice of Special Shareholders Meeting Regarding "S" Corporation Status	p. 196
Affidavit of Mailing of Notice of Special Shareholders Meeting Regarding "S" Corporation Status	p. 197
Waiver of Notice of Special Shareholders Meeting Regarding "S" Corporation Status	p. 198
Minutes of Special Shareholders Meeting Regarding "S" Corporation Status	p. 199
Resolution of Shareholders Regarding "S" Corporation Status	p. 201
Sample IRS Form 2553: Election by a Small Business Corporation	p. 203
Taxation of Corporations	p. 205
Sample IRS Form 1120: U.S. Corporation Income Tax Return	p. 206
Sample IRS Form 1120S: U.S. Income Tax Return for an S Corporation	p. 210
Sample IRS Form 1120-A: U.S. Corporation Short-Form Income Tax Return	p. 214
Dissolving a Corporation	p. 216
Dissolution Checklist	p. 217
Resolution of the Board of Directors Approving Dissolution and Calling for Special Meeting	p. 218
Resolution and Consent of Shareholders Approving Dissolution	p. 219
Articles of Dissolution	p. 221
Appendix of State Incorporation Information	p. 223
Glossary of Corporate Legal Terms	p. 251
Index	p. 253
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