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Corporations INC FAQ
What do the terms "articles," "meeting," "bylaws" and "minutes" mean?
Are directors' and officers' names a matter of public record?
What is the responsibility of the president, treasurer and secretary?
What are the directors' and officers' corporate liability?
What is a Board of Directors?
Can you change the directors or add new ones?
What do we do if there are more directors than the order form allows?
Do the directors need to have a Nevada address to make it a legitimate corporation?
If I have Nevada corporation, but I am doing business in California, do I also need a Nevada business license?
Can I receive instant credit by buying a shelf corporation that already has established credit? Can you provide shelf corporations?

What do the terms "articles," "meeting" "bylaws" and "minutes" mean?

Articles of Incorporation
   The Articles of Incorporation is the primary legal document of a corporation; it serves as a corporations constitution. The articles are filed with the proper state government to begin corporate existence. The articles contain basic information on the corporation as required by state law.

Organization Meeting
   The organizational meeting completes the formation of the corporation. At the organizational meeting, a number of initial tasks are completed such as: the Articles of Incorporation are ratified; the initial shares are issued; officers are elected; bylaws are approved; and a resolution authorizing the opening of bank account is passed. If the initial directors are named in the Articles of Incorporation, they can hold the organizational meeting. If they are not named, then the organizational meeting is held by the incorporator.

Bylaws
   Bylaws are rules and regulations adopted by a corporation for its internal governance. They usually contain provisions relating to shareholders, directors, officers and general corporate business. At the corporations initial meeting, the bylaws are adopted. Bylaws are a private document not filed with any state authority.

Minutes
   The Board of Directors and shareholders transact business at meetings, with decisions being typically made by majority vote. Certain formalities must be followed in holding Board of Directors and shareholder meetings. The meetings must be held pursuant to notice. Notice may be waived if the waiver is done in writing. The secretary or other person mailing the notice should complete an affidavit of mailing notice, and the minutes of the meeting should be recorded. The notice document, affidavit or waiver should all be attached to the minutes of the meeting.

   Yes. Names and addresses are filed with the state and are therefore available to anyone. Nevada requires this filing annually. They do not require notification of intervening changes.

What is the responsibility of the president, treasurer and secretary?

   The president is typically responsible for entering into contracts on behalf of the corporation; the treasurer is responsible for maintaining and accounting for corporate funds; and the secretary is responsible for observing corporate formalities and maintaining corporate records.
   In addition to these required officer positions, a corporation may also have vice presidents and/or assistant secretaries or assistant treasurers.
Typically, the authority and responsibilities of each officer is described in the corporate bylaws and may be further defined by an employment contract or job description.
   The President: The president has the overall executive responsibility for the management of the corporation and is directly responsible for carrying out the orders of the Board of Directors. The Board of Directors usually elects him or her.
   The Treasurer: The treasurer is the chief financial officer of the corporation and is responsible for controlling and recording its finances and maintaining corporate bank accounts. Actual fiscal policy of the corporation may rest with the Board of Directors and be largely controlled by the president on a day-to-day basis.
   The Secretary: The secretary is typically responsible for maintaining the corporate records.

   Under normal circumstances, officers, directors, managers, etc. do not have personal liability for lawful acts of the corporation. In addition, in Nevada statutes, the owners are not the appropriate party to a lawsuit. The company may also indemnify any officer, director, manager, etc. from personal liability.

   The Board of Directors is essentially the management body for the corporation. Responsibilities of the Board of Directors include establishing all business policies and approving major contracts and undertakings. In addition, the board may also elect the president. The officers and employees under the directives and supervision of these directors carry out ordinary business practices of the corporation.
   The directors must act collectively for their votes and decisions to be valid. That's why directors may only act at a Board of Directors meeting. This, however, requires certain formalities. One such formality is that the directors all must be notified of a forthcoming meeting in a prescribed manner, although this can be waived or provided for in the corporation's Articles of Incorporation or bylaws.
   For a directors' meeting to be valid, there must also be a quorum of directors present. A quorum is usually a majority of the directors then serving on the board; however, the bylaws may specify another minimum number or percentage.
   The Board of Directors must meet on a regular basis (monthly or quarterly), but in no case less than annually. These are the regular board meetings. The board may also call special meetings for matters that may arise between regular meetings. In addition, boards may call a special shareholders' meeting by adopting a resolution stating where and when the meeting is to be held and what business is to be transacted.
   The first meeting of the Board of Directors is important because the bylaws, the corporate seal, stock certificates and record books are adopted. Board members, like officers, have a fiduciary duty to act in the best interests of the corporation and cannot put their own interests ahead of the corporation's. The board must also act prudently and not negligently manage the affairs of the corporation.
    Finally, the board must make certain that it properly exercises its authority in managing the corporation and does not abrogate its responsibilities to others. This means that the board must be very careful to document that each board action was reasonable, lawful and in the best interests of the corporation. This is particularly true with matters involving compensation, dividends and dealings involving officers, directors and stockholders. The record or corporate minutes of the meeting must include the arguments or statements to support the board's action and why must detail why the action was proper.

   You can change or add new directors anytime. If you want the Secretary of State to record the change, you have to submit a new Annual List of Officers and Directors.
   See forms for Annual List of Officers or Managers here.

   Please fax us the information with the extra names of the officers, the name of the corporation and contact information.

   No, there is no need to have a Nevada address. A P.O. box address anywhere in the world is fine.

   No. If you are doing business in California, you need a business license for California only; you don't need one for Nevada if your company is not physically there doing business.

   A "shelf corporation," by definition, has not had any business transacted or stock issued. Basically, it should have been "sitting on the shelf". There are some advantages to an Aged corporation for specific situations, but instant credit is not one of them. The lender would need to see the ability to repay the loan, assets that could be used as collateral, a proven record of ability to earn income, and other loan activity that has been paid on time.

Eastbiz.com, Inc. (IncParadise.com) provides business planning with company formation and maintenance services. We are not a legal services firm and do not render legal advice. Consult an attorney for legal advice or CPA for tax advice.

New: Preparing company minutes (shareholder, director, member meetings, bylaws, operating agreement) $20-$25.
Other companies are charging $100-$250 for the same service!

EastBiz.com, Inc.
Our office is located at 5348 Vegas Dr., Las Vegas, NV 89108. About us.

Toll-free: (888) 284-3821 Office: (702) 871-8678 Toll-free fax: (866) 838-0363 Fax: (702) 387-3827 info@incparadise.com

We are a member of Las Vegas Chamber of Commerce.

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